Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).

The number of shares outstanding of each of the issuer’s classes of common stock as of October ~~13, 2015~~11, 2016 is shown below:

This combined Quarterly Report on Form 10-Q is separately filed by United Continental Holdings, Inc. and United Airlines, Inc. United Airlines, Inc. meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format allowed under that General Instruction.


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2016		2015		2016		2015
Operating revenue:
Passenger—Mainline	$	7,254	$	7,414	$	20,153	$	20,410	$	7,017	$	7,254	$	19,119	$	20,153
Passenger—Regional		1,706		1,900		4,903		5,269		1,586		1,706		4,577		4,903

Total passenger revenue		8,960		9,314		25,056		25,679		8,603		8,960		23,696		25,056
Cargo		235		237		706		678		224		235		626		706
Other operating revenue		1,111		1,012		3,066		3,231		1,086		1,111		3,182		3,066

		10,306		10,563		28,828		29,588		9,913		10,306		27,504		28,828

Operating expense:
Salaries and related costs		2,534		2,344		7,289		6,684		2,625		2,534		7,707		7,289
Aircraft fuel		1,934		3,127		5,904		9,145		1,603		1,934		4,258		5,904
Regional capacity purchase		572		597		1,725		1,747		572		572		1,645		1,725
Landing fees and other rent		551		567		1,647		1,706		546		551		1,612		1,647
Depreciation and amortization		469		422		1,343		1,248		503		469		1,473		1,343
Aircraft maintenance materials and outside repairs		424		435		1,252		1,364		451		424		1,301		1,252
Distribution expenses		366		375		1,026		1,039		345		366		987		1,026
Aircraft rent		185		222		580		668		168		185		521		580
Special charges (Note 10)		76		43		195		264		45		76		669		195
Other operating expenses		1,296		1,240		3,782		3,975		1,431		1,296		3,998		3,782

		8,407		9,372		24,743		27,840		8,289		8,407		24,171		24,743

Operating income		1,899		1,191		4,085		1,748		1,624		1,899		3,333		4,085

Nonoperating income (expense):
Interest expense		(164)		(186)		(504)		(559)		(150)		(164)		(466)		(504)
Interest capitalized		13		13		38		40		20		13		48		38
Interest income		5		8		16		17		14		5		31		16
Miscellaneous, net (Note 10)		(147)		(106)		(321)		(141)		2		(147)		(11)		(321)

		(293)		(271)		(771)		(643)		(114)		(293)		(398)		(771)

Income before income taxes		1,606		920		3,314		1,105		1,510		1,606		2,935		3,314
Income tax expense (benefit)		(3,210)		(4)		(3,203)		1		545		(3,210)		1,069		(3,203)

Net income	$	4,816	$	924	$	6,517	$	1,104	$	965	$	4,816	$	1,866	$	6,517

Earnings per share, basic	$	12.83	$	2.50	$	17.19	$	2.98	$	3.02	$	12.83	$	5.57	$	17.19

Earnings per share, diluted	$	12.82	$	2.37	$	17.15	$	2.84	$	3.01	$	12.82	$	5.57	$	17.15

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2016		2015		2016		2015
Net income	$	4,816	$	924	$	6,517	$	1,104	$	965	$	4,816	$	1,866	$	6,517

Other comprehensive income (loss), net change related to:
Fuel derivative financial instruments		(104)		(120)		129		(95)		12		(104)		123		129
Employee benefit plans		(12)		(82)		18		(121)		(75)		(12)		(89)		18
Investments and other		(6)		1		(2)		(4)		(1)		(6)		(1)		(2)

		(122)		(201)		145		(220)		(64)		(122)		33		145

Total comprehensive income, net	$	4,694	$	723	$	6,662	$	884	$	901	$	4,694	$	1,899	$	6,662

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.


	(Unaudited) September 30, 2015		December 31, 2014		(Unaudited) September 30, 2016		December 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	3,427	$	2,002	$	2,630	$	3,006
Short-term investments		2,172		2,382		2,226		2,190
Receivables, less allowance for doubtful accounts (2015—$18; 2014—$22)		1,513		1,146
Fuel hedge collateral deposits		156		577
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2015—$226; 2014—$169)		704		666
Deferred income taxes		1,306		591
Receivables, less allowance for doubtful accounts (2016—$12; 2015—$18)						1,481		1,128
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2016—$263; 2015—$235)						842		738
Prepaid expenses and other		819		774		791		766

		10,097		8,138		7,970		7,828

Operating property and equipment:
Owned—
Flight equipment		23,231		21,107		25,093		23,728
Other property and equipment		4,342		4,016		5,237		4,542

		27,573		25,123		30,330		28,270
Less—Accumulated depreciation and amortization		(8,038)		(7,079)		(9,529)		(8,339)

		19,535		18,044		20,801		19,931


Purchase deposits for flight equipment		736		706		1,068		788

Capital leases—
Flight equipment		1,562		1,272		1,398		1,527
Other property and equipment		331		331		337		332

		1,893		1,603		1,735		1,859
Less—Accumulated amortization		(988)		(886)		(959)		(998)

		905		717		776		861

		21,176		19,467		22,645		21,580

Other assets:
Goodwill		4,523		4,523		4,523		4,523
Intangibles, less accumulated amortization (2015—$1,120; 2014—$1,049)		4,193		4,284
Intangibles, less accumulated amortization (2016—$1,212; 2015—$1,144)						3,654		4,136
Deferred income taxes		846		—		863		2,037
Restricted cash		206		276		123		204
Other, net		828		665		549		553

		10,596		9,748		9,712		11,453

	$	41,869	$	37,353	$	40,327	$	40,861


	(Unaudited) September 30, 2015		December 31, 2014		(Unaudited) September 30, 2016		December 31, 2015
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Advance ticket sales	$	4,492	$	3,701	$	4,558	$	3,753
Accounts payable						2,138		1,869
Frequent flyer deferred revenue		2,138		2,058		2,168		2,117
Accounts payable		2,082		1,882
Accrued salaries and benefits		2,187		1,818		2,282		2,350
Current maturities of long-term debt		1,312		1,313		969		1,224
Current maturities of capital leases		137		110		124		135
Fuel derivative instruments		329		694		4		124
Other		811		932		1,010		842

		13,488		12,508		13,253		12,414


Long-term debt		9,910		10,121		9,612		9,673
Long-term obligations under capital leases		762		571		752		727

Other liabilities and deferred credits:
Frequent flyer deferred revenue		2,796		2,879		2,743		2,826
Postretirement benefit liability		1,918		1,933		1,927		1,882
Pension liability		1,511		2,226		1,220		1,488
Advanced purchase of miles		1,070		1,217		574		1,010
Deferred income taxes		—		1,591
Lease fair value adjustment, net		380		466		299		359
Other		1,479		1,445		1,508		1,516

		9,154		11,757		8,271		9,081

Commitments and contingencies
Stockholders’ equity:
Preferred stock		—		—		—		—
Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 373,729,883 and 374,525,916 shares at September 30, 2015 and December 31, 2014, respectively		4		4
Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 317,905,672 and 364,609,108 shares at September 30, 2016 and December 31, 2015, respectively						4		4
Additional capital invested		7,941		7,721		7,974		7,946
Retained earnings (deficit)		2,634		(3,883)
Retained earnings						5,323		3,457
Stock held in treasury, at cost		(1,090)		(367)		(4,064)		(1,610)
Accumulated other comprehensive income (loss)		(934)		(1,079)
Accumulated other comprehensive loss						(798)		(831)

		8,555		2,396		8,439		8,966

	$	41,869	$	37,353	$	40,327	$	40,861

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.


	Nine Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2016		2015
Cash Flows from Operating Activities:
Net cash provided by operating activities	$	4,877	$	2,732	$	4,884	$	4,877

Cash Flows from Investing Activities:
Capital expenditures		(1,984)		(1,345)		(2,343)		(1,984)
Purchases of short-term and other investments		(1,859)		(2,859)		(1,989)		(1,859)
Proceeds from sale of short-term and other investments		2,069		2,388		1,957		2,069
Investment in affiliates		(130)		—
Decrease in restricted cash		112		79		82		112
Proceeds from sale of property and equipment		50		73		24		50
Other, net		23		34
Investment in and loans to affiliates						(8)		(130)
Other						(5)		23

Net cash used in investing activities		(1,719)		(1,630)		(2,282)		(1,719)


Cash Flows from Financing Activities:
Repurchases of common stock						(2,442)		(710)
Payments of long-term debt		(1,528)		(2,001)		(911)		(1,528)
Repurchases of common stock		(710)		(220)
Proceeds from issuance of long-term debt		613		1,177		510		613
Principal payments under capital leases		(80)		(81)		(95)		(80)
Other, net		(28)		(80)		(40)		(28)

Net cash used in financing activities		(1,733)		(1,205)		(2,978)		(1,733)

Net increase (decrease) in cash and cash equivalents		1,425		(103)
Net (decrease) increase in cash and cash equivalents						(376)		1,425
Cash and cash equivalents at beginning of the period		2,002		3,220		3,006		2,002

Cash and cash equivalents at end of the period	$	3,427	$	3,117	$	2,630	$	3,427


Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt	$	797	$	757	$	115	$	797
Airport construction financing						68		5
Operating lease conversions to capital lease						12		285
Exchanges of certain convertible notes for common stock		201		202		—		201
Operating lease conversions to capital lease		285		8
Airport construction financing		5		14

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2016		2015		2016		2015
Operating revenue:
Passenger—Mainline	$	7,254	$	7,414	$	20,153	$	20,410	$	7,017	$	7,254	$	19,119	$	20,153
Passenger—Regional		1,706		1,900		4,903		5,269		1,586		1,706		4,577		4,903

Total passenger revenue		8,960		9,314		25,056		25,679		8,603		8,960		23,696		25,056
Cargo		235		237		706		678		224		235		626		706
Other operating revenue		1,111		1,012		3,066		3,231		1,086		1,111		3,182		3,066

		10,306		10,563		28,828		29,588		9,913		10,306		27,504		28,828

Operating expense:
Salaries and related costs		2,534		2,344		7,289		6,684		2,625		2,534		7,707		7,289
Aircraft fuel		1,934		3,127		5,904		9,145		1,603		1,934		4,258		5,904
Regional capacity purchase		572		597		1,725		1,747		572		572		1,645		1,725
Landing fees and other rent		551		567		1,647		1,706		546		551		1,612		1,647
Depreciation and amortization		469		422		1,343		1,248		503		469		1,473		1,343
Aircraft maintenance materials and outside repairs		424		435		1,252		1,364		451		424		1,301		1,252
Distribution expenses		366		375		1,026		1,039		345		366		987		1,026
Aircraft rent		185		222		580		668		168		185		521		580
Special charges (Note 10)		76		43		195		264		45		76		669		195
Other operating expenses		1,295		1,245		3,780		3,972		1,431		1,295		3,997		3,780

		8,406		9,377		24,741		27,837		8,289		8,406		24,170		24,741

Operating income		1,900		1,186		4,087		1,751		1,624		1,900		3,334		4,087

Nonoperating income (expense):
Interest expense		(164)		(187)		(504)		(564)		(150)		(164)		(466)		(504)
Interest capitalized		13		13		38		40		20		13		48		38
Interest income		5		8		16		17		14		5		31		16
Miscellaneous, net (Note 10)		(147)		(91)		(322)		(121)		2		(147)		(11)		(322)

		(293)		(257)		(772)		(628)		(114)		(293)		(398)		(772)

Income before income taxes		1,607		929		3,315		1,123		1,510		1,607		2,936		3,315
Income tax expense (benefit)		(3,169)		(4)		(3,163)		1		545		(3,169)		1,069		(3,163)

Net income	$	4,776	$	933	$	6,478	$	1,122	$	965	$	4,776	$	1,867	$	6,478

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2016		2015		2016		2015
Net income	$	4,776	$	933	$	6,478	$	1,122	$	965	$	4,776	$	1,867	$	6,478

Other comprehensive income (loss), net change related to:
Fuel derivative financial instruments		(104)		(120)		129		(95)		12		(104)		123		129
Employee benefit plans		(12)		(82)		18		(121)		(75)		(12)		(89)		18
Investments and other		(6)		1		(1)		(4)		(1)		(6)		(1)		(1)

		(122)		(201)		146		(220)		(64)		(122)		33		146

Total comprehensive income, net	$	4,654	$	732	$	6,624	$	902	$	901	$	4,654	$	1,900	$	6,624

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.


	(Unaudited)				(Unaudited)
	September 30, 2015		December 31, 2014		September 30, 2016		December 31, 2015
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Advance ticket sales	$	4,492	$	3,701	$	4,558	$	3,753
Accounts payable						2,143		1,874
Frequent flyer deferred revenue		2,138		2,058		2,168		2,117
Accounts payable		2,086		1,886
Accrued salaries and benefits		2,187		1,818		2,282		2,350
Current maturities of long-term debt		1,312		1,313		969		1,224
Current maturities of capital leases		137		110		124		135
Fuel derivative instruments		329		694		4		124
Other		811		933		1,009		840

		13,492		12,513		13,257		12,417


Long-term debt		9,910		10,120		9,612		9,673
Long-term obligations under capital leases		762		571		752		727

Other liabilities and deferred credits:
Frequent flyer deferred revenue		2,796		2,879		2,743		2,826
Postretirement benefit liability		1,918		1,933		1,927		1,882
Pension liability		1,511		2,226		1,220		1,488
Advanced purchase of miles		1,070		1,217		574		1,010
Deferred income taxes		—		1,591
Lease fair value adjustment, net		380		466		299		359
Other		1,479		1,957		1,509		1,516

		9,154		12,269		8,272		9,081

Commitments and contingencies
Stockholder’s equity:
Common stock at par, $0.01 par value; authorized 1,000 shares; issued and outstanding 1,000 shares at both September 30, 2015 and December 31, 2014		—		—
Common stock at par, $0.01 par value; authorized 1,000 shares; issued and outstanding 1,000 shares at both September 30, 2016 and December 31, 2015						—		—
Additional capital invested		6,652		7,347		3,718		6,138
Retained earnings (deficit)		2,850		(3,628)
Accumulated other comprehensive income (loss)		(933)		(1,079)
Retained earnings						5,540		3,673
Accumulated other comprehensive loss						(798)		(831)
Receivable from related parties		(17)		(5)		(25)		(17)

		8,552		2,635		8,435		8,963

	$	41,870	$	38,108	$	40,328	$	40,861

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.


	Nine Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2016		2015
Cash Flows from Operating Activities:
Net cash provided by operating activities	$	4,866	$	2,623	$	4,878	$	4,866

Cash Flows from Investing Activities:
Capital expenditures		(1,984)		(1,345)		(2,343)		(1,984)
Purchases of short-term investments and other investments		(1,859)		(2,859)		(1,989)		(1,859)
Proceeds from sale of short-term and other investments		2,069		2,388		1,957		2,069
Investment in affiliates		(130)		—
Decrease in restricted cash		112		79		82		112
Proceeds from sale of property and equipment		50		73		24		50
Other, net		23		34
Investment in and loans to affiliates						(8)		(130)
Other						(5)		23

Net cash used in investing activities		(1,719)		(1,630)		(2,282)		(1,719)


Cash Flows from Financing Activities:
Dividend to UAL						(2,442)		(709)
Payments of long-term debt		(1,528)		(2,001)		(911)		(1,528)
Dividend to UAL		(709)		(120)
Proceeds from issuance of long-term debt		613		1,177		510		613
Principal payments under capital leases		(80)		(81)		(95)		(80)
Other, net		(18)		(71)		(34)		(18)

Net cash used in financing activities		(1,722)		(1,096)		(2,972)		(1,722)

Net increase (decrease) in cash and cash equivalents		1,425		(103)
Net (decrease) increase in cash and cash equivalents						(376)		1,425
Cash and cash equivalents at beginning of the period		1,996		3,214		3,000		1,996

Cash and cash equivalents at end of the period	$	3,421	$	3,111	$	2,624	$	3,421


Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt	$	797	$	757	$	115	$	797
Airport construction financing						68		5
Operating lease conversions to capital lease		285		8		12		285
Airport construction financing		5		14
Transfer of UAL subsidiaries to United		—		186
Conversion of convertible notes to UAL common stock		—		156

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

United Continental Holdings, Inc. (together with its consolidated subsidiaries, “UAL” or the “Company”) is a holding company and its principal, wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, “United”). This Quarterly Report on Form 10-Q is a combined report of UAL and United, including their respective consolidated financial statements. As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted. United’s operating revenues and operating expenses comprise nearly 100% of UAL’s revenues and operating expenses. In addition, United comprises approximately the entire balance of UAL’s assets, liabilities and operating cash flows. When appropriate, UAL and United are named specifically for their individual contractual obligations and related disclosures and any significant differences between the operations and results of UAL and United are separately disclosed and explained. We sometimes use the words “we,” “our,” “us,” and the “Company” in this report for disclosures that relate to all of UAL and United.

The UAL and United unaudited condensed consolidated financial statements shown here have been prepared as required by the U.S. Securities and Exchange Commission (the “SEC”). Some information and footnote disclosures normally included in financial statements that comply with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as permitted by the SEC. The financial statements include all adjustments, including normal recurring adjustments and other adjustments, which are considered necessary for a fair presentation of the Company’s financial position and results of operations. The UAL and United financial statements should be read together with the information included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2014 (the “2014 Annual Report”).~~2015. The Company’s quarterly financial data is subject to seasonal fluctuations and historically its second and third quarter financial results, which reflect higher travel demand, are better than its first and fourth quarter financial results.

~~Recently Issued Accounting Standards.~~The Financial Accounting Standards Board (“FASB”) amended the FASB Accounting Standards Codification and created a new Topic 606,Revenue from Contracts with Customers. This amendment prescribes that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendment supersedes the revenue recognition requirements in Topic 605,Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Accounting Standards Codification, and is effective for annual and interim reporting periods beginning after December 15, 2017. Under the new standard, certain airline ancillary fees directly related to passenger revenue tickets, such as airline change fees and baggage fees, are likely to no longer be considered distinct performance obligations separate from the passenger travel component. In addition, the change fees which were previously recognized when received, will likely be recognized when transportation is provided. The Company is evaluating other possible impacts on its consolidated financial statements.

In February 2016, the FASB amended the FASB Accounting Standards Codification and created a new Topic 842,Leases(“Topic 842”). The guidance requires lessees to recognize a right-of-use asset and a lease liability for all leases (with the exception of short-term leases) at the commencement date and recognize expenses on their income statements similar to the current Topic 840,Leases. It is effective for fiscal years and interim periods beginning after December 15, 2018, and early adoption is permitted. Lessees and lessors are required to adopt Topic 842 using a modified retrospective approach for all leases existing at or commencing after the date of initial application with an option to use certain practical expedients. The Company is evaluating the impact the adoption of this standard will have on its consolidated financial statements and believes this standard will have a significant impact on its consolidated balance sheets.

In March 2016, the FASB issued Accounting Standards UpdateNo. 2016-09,Improvements to Employee Share-Based Payment Accounting(“ASU2016-09”).The update requires excess tax benefits and tax deficiencies, which arise due to differences between the measure of compensation expense and the amount deductible for tax purposes, to be recorded directly through earnings as a component of income tax expense. Under current GAAP, these differences are generally recorded in additional paid-in capital and thus have no impact on net income. The change in treatment of excess tax benefits and tax deficiencies will also impact the computation of diluted earnings per share, and the cash flows associated with those items will be classified as

operating activities on the condensed statements of consolidated cash flows. Additionally, entities will be permitted to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards. Forfeitures can be estimated, as required under current GAAP, or recognized when they occur. The amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company does not expect the adoption of ASU2016-09 to have a material impact on its consolidated financial statements.

In August 2016, the FASB issued Accounting Standards UpdateNo. 2016-15,Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments(“ASU2016-15”). The update amends the guidance in Accounting Standards Codification 230,Statement of Cash Flows, and clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows with the objective of reducing the existing diversity in practice related to eight specific cash flow issues. The amendments in this update are effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of ASU2016-15 to have a material impact on its consolidated financial statements.

The FASB issued Accounting Standards Update ~~No. 2015-03,~~~~Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.~~ This standard amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. As of September 30, 2015, the Company had approximately $180 million of unamortized debt issuance costs recorded as an asset on its balance sheet included under the caption Other, net. The Company will reclassify the unamortized debt issuance costs and present debt net of those unamortized costs on its balance sheet upon adoption of this standard.

~~The FASB issued Accounting Standards Update~~ No. 2015-07,Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).Under the standard, investments for which fair value is measured at net asset value (“NAV”) per share (or its equivalent) using the practical expedient will no longer be categorized in the fair value hierarchy. ~~It is effective for fiscal years and interim periods beginning after December 15, 2015, but early adoption is permitted.~~The Company adopted this standard on January 1, 2016. As of September 30, ~~2015,~~2016, the Company had approximately ~~$200~~$202 million of such investments as part of its Short-term investments balance sheet total. In addition, pension plan investments measured at ~~net asset value~~NAV per share ~~if any,~~ will no longer be categorized within the fair value ~~hierarchy beginning with~~hierarchy. As of September 30, 2016, the ~~Company’s Annual Report on Form 10-K for the year ending December 31, 2015.~~Company had approximately $1.9 billion of such investments.

The ~~table below represents the computation~~computations of UAL’s basic and diluted earnings per share ~~amounts and the~~are set forth below (in millions, except per share amounts):

The number of antidilutive securities ~~that have been~~ excluded from the computation of diluted earnings per share amounts ~~because they were antidilutive (in millions, except per share amounts):~~

was not material. In ~~January 2015,~~ the holders of substantially all of the remaining $202 million principal amount of United’s 4.5% Convertible Notes due 2015 (the “4.5% Convertible Notes”) exercised their conversion option resulting in the issuance of 11 million shares of UAL common stock. There is no convertible debt outstanding as ofthree and nine months ended September 30, ~~2015.~~

In 2014, UAL’s Board of Directors authorized a share repurchase program to acquire up to $1 billion of UAL’s common stock (the “2014 Program”). On July 21, 2015, UAL’s Board of Directors authorized a new $3 billion share repurchase program, which the Company expects to complete by December 31, 2017 (the “2015 Program”).2016, UAL ~~spent $262~~repurchased 5 million and ~~$712 million to repurchase approximately 4.6 million and 11.9~~48 million shares of UAL common stock in open market transactions, ~~in the three~~respectively, for $255 million and ~~nine months ended September 30, 2015,~~$2.4 billion, respectively. As of September 30, ~~2015,~~2016, the Company had ~~completed purchases under the 2014 Program and had $2.97~~approximately $2 billion remaining to ~~spend~~purchase shares under ~~the 2015 Program. On October 22, 2015, UAL expects to enter into agreements under which it will repurchase approximately $300 million of shares of UAL common stock through an accelerated~~its existing share repurchase program. The specific number of shares that UAL expects ultimately to repurchase under this accelerated share repurchase program will be determined based on a calculation period not to exceed approximately three months.authority. UAL may repurchase shares through the open market, privately negotiated transactions, block trades or accelerated share repurchase transactions from time to time in accordance with applicable securities laws. UAL will repurchase shares of UAL common stock subject to prevailing market conditions, and may discontinue such repurchases at any time. See Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds” of this report for additional information.

The tables below present the components of the Company’s accumulated other comprehensive income (loss), net of tax (“AOCI”) (in millions):


																				Deferred Taxes
UAL (a)														Pension and Other Postretirement Liabilities		Fuel Derivative Contracts		Investments and Other		Pension and Other Postretirement Liabilities		Fuel Derivative Contracts			Total
Balance at June 30, 2016														$	(385)	$	(41)	$	3	$	(146)	$	(165)		$	(734)
Changes in value															(124)		(6)		(2)		45		2			(85)
Amounts reclassified to earnings															6		24		1		(2)		(8)			21

Net change															(118)		18		(1)		43		(6)			(64)

Balance at September 30, 2016														$	(503)	$	(23)	$	2	$	(103)	$	(171)	(b)	$	(798)

Balance at December 31, 2015														$	(363)	$	(215)	$	3	$	(154)	$	(102)		$	(831)
Changes in value															(157)		(5)		(2)		57		2			(105)
Amounts reclassified to earnings															17		197		1		(6)		(71)			138

Net change															(140)		192		(1)		51		(69)			33

Balance at September 30, 2016														$	(503)	$	(23)	$	2	$	(103)	$	(171)	(b)	$	(798)


																				Deferred Taxes
UAL (a)	Pension and Other Postretirement Liabilities		Derivative Contracts		Investments and Other		Pension and Other Postretirement Deferred Taxes		Derivative Contracts Deferred Taxes			Total		Pension and Other Postretirement Liabilities		Fuel Derivative Contracts		Investments and Other		Pension and Other Postretirement Liabilities		Fuel Derivative Contracts			Total
Balance at June 30, 2015	$	(442)	$	(266)	$	11	$	(115)	$	—		$	(812)	$	(442)	$	(266)	$	11	$	(115)	$	—	(c)	$	(812)
Changes in value		(10)		(181)		(6)		(1)		82			(116)		(10)		(181)		(6)		(1)		82			(116)
Amounts reclassified to earnings		8		150		—		(9)		(155)			(6)		8		150		—		(9)		(155)			(6)

Net change		(2)		(31)		(6)		(10)		(73)			(122)		(2)		(31)		(6)		(10)		(73)			(122)

Balance at September 30, 2015	$	(444)	$	(297)	$	5	$	(125)	$	(73)		$	(934)	$	(444)	$	(297)	$	5	$	(125)	$	(73)		$	(934)

Balance at December 31, 2014	$	(472)	$	(499)	$	7	$	(115)	$	—	(b)	$	(1,079)	$	(472)	$	(499)	$	7	$	(115)	$	—	(c)	$	(1,079)
Changes in value		3		(227)		(1)		(1)		82			(144)		3		(227)		(1)		(1)		82			(144)
Amounts reclassified to earnings		25		429		(1)		(9)		(155)			289		25		429		(1)		(9)		(155)			289

Net change		28		202		(2)		(10)		(73)			145		28		202		(2)		(10)		(73)			145

Balance at September 30, 2015	$	(444)	$	(297)	$	5	$	(125)	$	(73)		$	(934)	$	(444)	$	(297)	$	5	$	(125)	$	(73)		$	(934)


UAL (a)	Pension and Other Postretirement Liabilities		Derivative Contracts		Investments and Other		Pension and Other Postretirement Deferred Taxes		Derivative Contracts Deferred Taxes			Total
Balance at June 30, 2014	$	660	$	36	$	8	$	(115)	$	—		$	589
Changes in value (c)		(66)		(120)		3		—		—			(183)
Amounts reclassified to earnings (c)		(16)		—		(2)		—		—			(18)

Net change		(82)		(120)		1		—		—			(201)

Balance at September 30, 2014	$	578	$	(84)	$	9	$	(115)	$	—		$	388

Balance at December 31, 2013	$	699	$	11	$	13	$	(115)	$	—		$	608
Changes in value (c)		(71)		(99)		4		—		—			(166)
Amounts reclassified to earnings (c)		(50)		4		(8)		—		—			(54)

Net change		(121)		(95)		(4)		—		—			(220)

Balance at September 30, 2014	$	578	$	(84)	$	9	$	(115)	$	—		$	388

(a) UAL and United amounts are substantially the same except for an additional ~~gains~~gain related to investments and other of $1 million at United for the nine months ended September 30, 2015.

(b) Includes deferred income tax expense of $180 million that will remain in AOCI until all fuel derivatives which are designated for hedge accounting are settled.

~~(c) Income tax expense for these items~~ was offset by the Company’s valuation allowance.

(d) This AOCI component is included in the computation of net periodic pension and other postretirement costs (see Note 5 of this report for additional information).

Prior to the release of the valuation allowance in the third quarter of 2015, the Company recorded $180 million of deferred income tax expense adjustments in AOCI related to losses on fuel hedges designated for hedge accounting. This deferred income tax expense of $180 million will remain in AOCI until all fuel derivatives which are designated for hedge accounting are settled. Currently, our fuel hedges that are designated for hedge accounting have settlement dates through December 2016. If we do not enter into and designate additional fuel derivative contracts for hedge accounting by the end of 2016, a non-cash income tax expense of $180 million will be recognized in the fourth quarter of 2016.

The Company’s ~~income~~effective tax ~~benefit was $3.2 billion~~rate for ~~both~~ the ~~third quarter of 2015~~three and nine months ended September 30, ~~2015. This compares to an income tax benefit~~2016 was 36% which represented a blend of ~~$4 million in~~federal, state and foreign taxes and the ~~third quarter~~impact of 2014 and a $1 million tax provision for the nine months ended September 30, 2014. A discrete tax benefit of $3.1 billion for the reduction to the U.S. net federal deferred tax asset valuation allowance and an approximately $100 million tax benefit related to a reduction to the net state deferred tax asset valuation allowance was included in the income tax benefit for the third quarter of 2015 and nine months ended September 30, 2015.

certain nondeductible items. During ~~2015, the Company recorded a pre-tax profit of $3.3 billion for the nine months ended September 30, 2015. Additionally, during the third quarter of~~ 2015, after considering all positive and negative evidence, ~~and the four sources of taxable income,~~ the Company concluded that its deferred income ~~tax assets are~~taxes would more likely than not to be realized. In evaluating the likelihood of utilizing the Company’s net federal and state deferred tax assets, the significant relevant factors that the Company considered are: (1) its recent history and forecasted profitability; (2) growth in the U.S. and global economies; and (3) future impact of taxable temporary differences. Therefore, theThe Company released ~~almost~~substantially all of its valuation allowance in the third quarter of 2015, ~~resulting~~which resulted in a $3.2 billion benefit in its provision for income taxes. Additionally, during the current year, the Company expects there will be other reductions of the U.S. federal and state valuation allowances in the normal course as the Company recognizes U.S. taxable income. This taxable income will reduce the deferred tax asset on Net Operating Losses (“NOLs”) and will result in a reduction of the valuation allowances.

The Company expects it will retain a valuation allowance of approximately $82 million against certain state and local NOLs and credit carryforwards at the end of the year. The Company expects these NOLs and credits will expire unused due to limited carryforward periods. The ability to recognize the remaining valuation allowance against these state NOLs and credits will be evaluated on a quarterly basis to determine if there are any significant events or any prudent and feasible tax planning strategies that would affect the Company’s ability to utilize these deferred tax assets.

The Company’s effective tax rates differ from the federal statutory rate of 35% primarily because of the impact of changes to existing valuation allowances. The change in the effective tax rate each period is impacted by a number of factors, including the relative mix of domestic and state income tax expense in the U.S., adjustments to the valuation allowances and discrete items. After 2015, the Company anticipates its effective tax rate will be approximately 37%, which reflects a more normalized rate based upon the Company’s relative mix of domestic, foreign and state income tax expense.

Defined Benefit Pension and Other Postretirement Benefit Plans. The Company’s net periodic benefit cost includes the following components (in millions):


	Pension Benefits				Other Postretirement Benefits				Pension Benefits				Other Postretirement Benefits
	Nine Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Three Months Ended September 30,
	2015		2014		2015		2014		2016		2015		2016		2015
Service cost	$	93	$	73	$	15	$	14	$	29	$	31	$	4	$	5
Interest cost		150		151		61		66		50		50		22		20
Expected return on plan assets		(147)		(134)		(1)		(2)		(54)		(49)		—		—
Amortization of unrecognized (gain) loss and prior service cost (credit)		65		8		(40)		(58)		19		21		(13)		(13)
Settlement (gain) loss		2		(1)		—		—
Settlement loss										2		1		—		—
Curtailment gain										—		—		(47)		—

Total	$	163	$	97	$	35	$	20	$	46	$	54	$	(34)	$	12


									Pension Benefits				Other Postretirement Benefits
									Nine Months Ended September 30, 2016				Nine Months Ended September 30, 2016
									2016		2015		2016		2015
Service cost									$	84	$	93	$	14	$	15
Interest cost										151		150		66		61
Expected return on plan assets										(162)		(147)		(1)		(1)
Amortization of unrecognized (gain) loss and prior service cost (credit)										57		65		(40)		(40)
Settlement loss										4		2		—		—
Curtailment gain										—		—		(47)		—

Total									$	134	$	163	$	(8)	$	35

During the three and nine months ended September 30, ~~2015,~~2016, the Company contributed ~~$800~~$240 million and $400 million, respectively, to its U.S. domestic tax-qualified defined benefit pension plans.

Plan Curtailments.As part of the recently ratified contract with the Association of Flight Attendants (“AFA”), the Company amended its postretirement medical plans. The amendments triggered curtailment accounting, resulting in the recognition of a one-time $47 million gain for accelerated recognition of a prior service credit in the third quarter of 2016. The Company remeasured the plans’ liabilities using an average weighted discount rate of 3.43% compared to the year-end 2015 weighted average discount rate of 4.52%. As a result of the amendments, remeasurements and curtailments, the projected benefit obligation of the plans increased by $49 million and Other comprehensive loss increased by $96 million, respectively.

Share-Based Compensation. ~~The Company generally grants incentive compensation awards, including long-term equity based awards, during the first quarter of the calendar year.~~

During ~~the nine months ended September 30, 2015,~~2016, UAL granted share-based compensation awards pursuant to the United Continental Holdings, Inc. 2008 Incentive Compensation Plan. These share-based compensation awards include approximately ~~0.2~~0.4 million stock options, 0.4 million shares of restricted stock and ~~0.3~~1.9 million restricted stock units (“RSUs”) ~~that~~.

The stock options vest ~~pro-rata~~in one-third increments over either (i) the first three ~~years on the anniversary~~anniversaries of the date of grant ~~date.~~(for seven-year term options) or (ii) the fourth, fifth and sixth anniversaries of the date of grant (for ten-year term options). The restricted stock awards and the time-vested RSUs vest in one-third increments over the first three anniversaries of the date of grant. The time-vested RSUs are generally stock-settled for domestic employees and cash-settled for international employees based on the 20-day average closing price of UAL common stock immediately prior to the vesting date. The ~~Company also granted 0.6 million~~remainder of the RSUs are performance-based ~~RSUs that will~~and vest based on the Company’s return on invested capital and the Company’s relative improvement in pre-tax margin for the three years ending December 31, ~~2017.~~2018. If ~~these~~the applicable performance conditions are achieved, cash payments will be made after the end of the performance period based on the 20-day average closing price of UAL common stock immediately prior to the vesting date. The Company accounts for the performance-based RSUs as liability awards.

The table below presents information related to share-based compensation (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months��Ended September 30,
	2015		2014		2015		2014		2016		2015		2016		2015
Share-based compensation expense	$	7	$	23	$	40	$	69	$	23	$	7	$	36	$	40

	September 30, 2015		December 31, 2014						September 30, 2016		December 31, 2015
Unrecognized share-based compensation	$	48	$	62					$	79	$	41

Profit Sharing Plans.Substantially all employees participate in profit sharing ~~which varies from 5% to 20%~~based on a percentage of pre-tax earnings, excluding special items, profit sharing expense and share-based ~~compensation,~~compensation. Profit sharing percentages range from 5% to 20% depending on the work group, and in some cases ~~at varying~~profit sharing percentages vary above and below certain pre-tax margin thresholds. Eligible U.S. co-workers in each participating work group receive a profit sharing payout using a formula based on the ratio of each qualified co-worker’s annual eligible earnings to the eligible earnings of all qualified co-workers in all domestic work groups. Eligible non-U.S. co-workers receive profit sharing based on the calculation under the U.S. profit sharing plan for management and administrative employees. Profit sharing expense is recorded as a component of Salaries and related costs in the Company’s statements of consolidated operations.

The table below presents disclosures about the financial assets and ~~financial~~ liabilities measured at fair value on a recurring basis in the Company’s financial statements (in millions):


	September 30, 2015								December 31, 2014
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		September 30, 2016								December 31, 2015
	UAL																Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	3,427	$	3,427	$	—	$	—	$	2,002	$	2,002	$	—	$	—	$	2,630	$	2,630	$	—	$	—	$	3,006	$	3,006	$	—	$	—
Short-term investments:
Corporate debt																		861		—		861		—		891		—		891		—
Asset-backed securities		673		—		673		—		901		—		901		—		764		—		764		—		710		—		710		—
Corporate debt		908		—		908		—		876		—		876		—
Certificates of deposit placed through an account registry service (“CDARS”)		301		—		301		—		256		—		256		—		252		—		252		—		281		—		281		—
U.S. government and agency notes																		97		—		97		—		72		—		72		—
Auction rate securities		16		—		—		16		26		—		—		26		—		—		—		—		9		—		—		9
U.S. government and agency notes		49		—		49		—		68		—		68		—
Other fixed income securities		225		—		225		—		255		—		255		—
Other fixed-income securities																		50		—		50		—		26		—		26		—
Other investments measured at NAV (a)																		202		—		—		—		201		—		—		—
Restricted cash																		124		124		—		—		206		206		—		—
Enhanced equipment trust certificates (“EETC”)		26		—		—		26		28		—		—		28		23		—		—		23		26		—		—		26
Fuel derivatives liability, net		(312)		—		(312)		—		(717)		—		(717)		—		4		—		4		—		124		—		124		—
Foreign currency derivatives asset, net		2		—		2		—		2		—		2		—
Restricted cash		208		208		—		—		320		320		—		—

	United
Cash and cash equivalents	$	3,421	$	3,421	$	—	$	—	$	1,996	$	1,996	$	—	$	—
Short-term investments:
Asset-backed securities		673		—		673		—		901		—		901		—
Corporate debt		908		—		908		—		876		—		876		—
CDARS		301		—		301		—		256		—		256		—
Auction rate securities		16		—		—		16		26		—		—		26
U.S. government and agency notes		49		—		49		—		68		—		68		—
Other fixed income securities		225		—		225		—		255		—		255		—
EETC		26		—		—		26		28		—		—		28
Fuel derivatives liability, net		(312)		—		(312)		—		(717)		—		(717)		—
Foreign currency derivatives asset, net		2		—		2		—		2		—		2		—
Restricted cash		208		208		—		—		320		320		—		—
Convertible debt derivative asset		—		—		—		—		712		—		—		712
Convertible debt derivative option liability		—		—		—		—		(511)		—		—		(511)
Foreign currency derivatives liability, net																		1		—		1		—		—		—		—		—

(a) In accordance with the relevant accounting standards, certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the ~~tables above related to (a) supplemental indentures that provided that United’s convertible debt was convertible into~~statement of financial position. The investments measured using NAV are shares of ~~UAL common stock upon the terms~~mutual funds that invest in fixed-income instruments including bonds, debt securities, and ~~conditions specified in the indentures,~~other similar instruments issued by various U.S. and ~~(b) the embedded conversion options in United’s convertible debt that were required~~non-U.S. public- or private-sector entities. The Company can redeem its shares at any time at NAV subject to ~~be separated and accounted for as though they were free-standing derivatives as~~ a result of the United debt becoming convertible into the common stock of a different reporting entity. The derivatives described above related to the 4.5% Convertible Notes. Gains (losses) on these derivatives were recorded in Nonoperating income (expense): Miscellaneous, net in United’s statements of consolidated operations. These derivatives along with their gains (losses) were reported in United’s separate financial statements and were eliminated in consolidation for UAL. In January 2015, the holders of substantially all of the remaining $202 million principal amount of the 4.5% Convertible Notes exercised their conversion option resulting in the issuance of 11 million shares of UAL common stock. The derivative assets and liabilities associated with the 4.5% Convertible Notes were settled in connection with the retirement of the related convertible debt, and the final accounting did not materially impact UAL’s or United’s statements of consolidated operations.three-day settlement period.

Available-for-sale investment maturities - The short-term investments shown in the table above are classified as available-for-sale. As of September 30, ~~2015,~~2016, asset-backed securities have remaining maturities of less than one year to approximately 4033 years, corporate debt securities have remaining maturities of less than one year to approximately ~~seven~~six years and CDARS have maturities of less than one year. U.S. government and other securities have maturities of less than one year to approximately three years. The EETC securities mature in 2019.

Derivative instruments and investments presented in the tables above have the same fair value as their carrying value. The table below presents the carrying values and estimated fair values of financial instruments not presented in the tables above (in millions):

Fair value of the financial instruments included in the tables above was determined as follows:

The Company ~~routinely hedges~~may hedge a portion of its ~~expected aircraft~~future fuel requirements to protect against increases in the price of fuel. The Company may restructure hedges in response to market conditions prior to their original settlement dates which may result in changes in hedge coverage levels and the potential recognition of gains or losses on such hedge contracts. As of September 30, ~~2015,~~2016, the Company had hedged approximately ~~23% and 17%~~13% of its projected fuel requirements ~~(221~~(126 million ~~gallons and 652 million gallons, respectively)~~gallons) for the remainder of ~~2015 and~~ 2016 ~~respectively,~~ with commonly used financial

hedge instruments based on aircraft fuel or crude oil. As of September 30, ~~2015,~~2016, the Company had fuel hedges expiring through December 2016.

As required, the Company assesses the effectiveness of each of its individual hedges on a quarterly basis. The Company also examines the effectiveness of its entire hedging program on a quarterly basis utilizing statistical analysis. This analysis involves utilizing regression and other statistical analyses that compare changes in the price of aircraft fuel to changes in the prices of the commodities used for hedging purposes.

Upon proper qualification, the Company accounts for certain fuel derivative instruments as cash flow hedges. All derivatives designated as hedges that meet certain requirements are granted hedge accounting treatment. ~~Instruments~~The types of instruments the Company utilizes that qualify for hedge accounting treatment typically include swaps, call options, collars (which consist of a purchased call option and a sold put option) ~~and~~, four-way collars (a collar with a higher strike sold call option and a lower strike purchased put option). and other combinations of options. Generally, utilizing hedge accounting, all periodic changes in the fair value of ~~the~~ derivatives designated as hedges that are considered to be effective are recorded in AOCI until the underlying fuel is consumed and recorded in fuel expense. The Company is exposed to the risk that its hedges may not be effective in offsetting changes in the cost of fuel and that its hedges may not continue to qualify for hedge accounting. Hedge ineffectiveness results when the change in the fair value of the ~~cash flow hedge~~derivative instrument exceeds the change in the value of the Company’s expected future cash outlay to purchase and consume fuel. To the extent that the periodic changes in the fair value of the derivatives are not effective, that ineffectiveness is classified as Nonoperating income (expense): Miscellaneous, net in the statements of consolidated operations.

The Company also uses certain combinations of derivative contracts that are economic hedges but do not qualify for hedge accounting under GAAP. Additionally, the Company may enter into contracts at different times and later combine those contracts into structures designated for hedge accounting. As with derivatives that qualify for hedge accounting, the economic hedges and individual contracts are part of the Company’s program to mitigate the adverse financial impact of potential increases in the price of fuel. The Company records changes in the fair value of these various contracts that are not designated for hedge accounting to Nonoperating income (expense): Miscellaneous, net in the statements of consolidated operations.

If the Company settles a derivative prior to its contractual settlement date, then the cumulative gain or loss recognized in AOCI at the termination date remains in AOCI until the forecasted transaction occurs. In a situation where it becomes probable that a hedged forecasted transaction will not occur, any gains and/or losses that have been recorded to AOCI would be required to be immediately reclassified into earnings. All cash flows associated with purchasing and settling derivatives are classified as operating cash flows in the condensed statements of consolidated cash flows.

In addition to cash flow hedges, the Company from time to time enters into fair value hedges related to its aircraft fuel inventory using derivatives such as swaps and futures contracts based on aircraft fuel. Under fair value hedge accounting, the Company records changes in the fair value of both the hedging derivative and the hedged aircraft fuel inventory as fuel expense. The Company records ineffectiveness on fair value hedges as Nonoperating income (expense): Miscellaneous, net in the statements of consolidated operations. As of September 30, 2016, the Company did not have any fair value hedges.

The Company records each derivative instrument as a derivative asset or liability (on a gross basis) in its consolidated balance sheets, and, accordingly, records any related collateral on a gross basis. The table below presents the fair value amounts of fuel derivative assets and liabilities and the location of amounts recognized in the Company’s financial statements.

The Company’s derivatives were reported in its consolidated balance sheets as follows (in millions):


Classification	Balance Sheet Location	September 30, 2015		December 31, 2014		Balance Sheet Location	September 30, 2016		December 31, 2015
Derivatives designated as cash flow hedges
Assets:
Fuel contracts due within one year	Receivables	$	6	$	—
Fuel contracts with maturities greater than one year	Other assets: Other, net		7		—

Total assets		$	13	$	—

Liabilities:
Fuel contracts due within one year	Fuel derivative instruments	$	217	$	450	Fuel derivative instruments	$	4	$	119
Fuel contracts with maturities greater than one year	Other liabilities and deferred credits: Other		—		27
Derivatives not designated for hedge accounting
Liabilities:
Fuel contracts due within one year						Fuel derivative instruments	$	—	$	5

Total derivatives
Total liabilities		$	217	$	477		$	4	$	124

Derivatives not designated for hedge accounting
Assets:
Fuel contracts due within one year	Receivables	$	4	$	6
Fuel contracts with maturities greater than one year	Other assets: Other, net		—		—

Total assets		$	4	$	6

Liabilities:
Fuel contracts due within one year	Fuel derivative instruments	$	112	$	244
Fuel contracts with maturities greater than one year	Other liabilities and deferred credits: Other		—		2

Total liabilities		$	112	$	246

Total derivatives
Assets:
Fuel contracts due within one year	Receivables	$	10	$	6
Fuel contracts with maturities greater than one year	Other assets: Other, net		7		—

Total assets		$	17	$	6

Liabilities:
Fuel contracts due within one year	Fuel derivative instruments	$	329	$	694
Fuel contracts with maturities greater than one year	Other liabilities and deferred credits: Other		—		29

Total liabilities		$	329	$	723

The Company is exposed to credit losses in the event of ~~nonperformance~~non-performance by counterparties to its derivative instruments. While the Company records derivative instruments on a gross basis, the Company monitors its net derivative position with each counterparty to monitor credit risk. Based on the fair value of our fuel derivative instruments, our counterparties may require us to post collateral when the price of the underlying commodity decreases, and we may require our counterparties to provide us with collateral when the price of the underlying commodity increases. The Company ~~posted $156 million and $577~~did not hold or post collateral as of September 30, 2016. The Company had on deposit $26 million of collateral with fuel derivative counterparties as of ~~September 30, 2015 and~~ December 31, ~~2014, respectively.~~2015. The collateral is recorded as ~~Fuel hedge collateral deposits~~Prepaid expenses and other on the Company’s balance ~~sheet.~~sheets.

We have master trading agreements with all of our fuel hedging counterparties that allow us to net our fuel hedge derivative positions. We have elected not to net the fair value positions recorded on our consolidated balance sheets. The following table shows the potential net fair value positions (including fuel derivatives and related collateral) had we elected to offset. The table reflects offset at the counterparty level (in millions):

The following tables present the impact of derivative instruments and their location within the Company’s unaudited statements of consolidated operations (in millions):

The Company generates revenues and incurs expenses in numerous foreign currencies. Changes in foreign currency exchange rates impact the Company’s results of operations through changes in the dollar value of foreign currency-denominated operating revenues and expenses. Some of the Company’s more significant foreign currency exposures include the Canadian dollar, Chinese renminbi, European euro, British pound and Japanese yen. At times, the Company uses derivative financial instruments, such as options, collars and forward contracts, to hedge its exposure to foreign currency. ~~The Company does not enter into derivative instruments for non-risk management purposes.~~ At September 30, ~~2015,~~2016, the Company had foreign currency derivative contracts in place to hedge both European euro denominated sales and Japanese yen denominated sales. The notional amount of the hedges equates to ~~36% and 21%~~16% of the Company’s projected European euro denominated net cash inflows for the remainder of ~~2015~~2016; and ~~2016, respectively.~~18% of the Company’s projected Japanese yen denominated net cash inflows for the remainder of 2016. Net cash relates primarily to passenger ticket sales inflows, partially offset by expenses paid in local currencies. At September 30, ~~2015,~~2016, the fair value of the Company’s foreign currency derivatives was ~~an asset~~a liability of $2$1 million.

Commitments.As of September 30, ~~2015,~~2016, United had firm commitments and options to purchase aircraft from The Boeing Company (“Boeing”)~~, Embraer S.A. (“Embraer”)~~ and Airbus S.A.S. (“Airbus”) presented in the table below:

The aircraft listed in the table above are scheduled for delivery through 2024. For the remainder of ~~2015,~~2016, United expects to take delivery of ~~two~~seven Boeing 737NG aircraft and ~~three~~one Boeing ~~787-9~~777-300ER aircraft.

As of September 30, 2015, United has secured backstop financing commitments from certain of its aircraft manufacturers for a limited number of its future aircraft deliveries, subject to certain customary conditions. Financing may be necessary to satisfy the Company’s capital commitments for its firm order aircraft and other related capital expenditures. See Note 9 of this report for additional information on aircraft financing.

The table below summarizes United’s commitments as of September 30, ~~2015,~~2016, which primarily relate to the acquisition of aircraft and related spare engines, aircraft improvements and include other commitments primarily to acquire information technology services and assets. Any new firm aircraft orders, including through the exercise of purchase options and purchase rights, will increase the total future capital commitments of the Company.


	(in billions)		(in billions)
Last three months of 2015	$	0.6
2016		3.0
Last three months of 2016			$	1.2
2017		2.3		4.5
2018		2.3		4.1
2019		3.1		3.3
After 2019		10.7
2020				2.6
After 2020				6.9

	$	22.0	$	22.6

As of September 30, 2016, United had $1.7 billion in financing available through EETC transactions for the financing of all of its aircraft deliveries scheduled for the remainder of 2016 and first half of 2017. See Note 9 of this report for additional information on aircraft financing. The Company has also secured backstop financing commitments from certain of its aircraft manufacturers for a limited number of its future aircraft deliveries, subject to certain customary conditions. Financing may be necessary to satisfy the Company’s capital commitments for its firm order aircraft and other related capital expenditures.

~~Aircraft~~Facility and Other Operating Leases.During the second quarter of 2015, the Company reached an agreement with AerCap Holdings N.V., a major aircraft leasing company (“AerCap”), to lease used Airbus A319s. Eleven aircraft will be delivered over the next two years beginning in early 2016. In addition, up to 14 more aircraft may be delivered over the next five years subject to certain conditions.

In September 2015, United entered into an amendment to the capacity purchase agreement (“CPA”) with SkyWest Airlines, Inc. (“SkyWest”), a wholly-owned subsidiary of SkyWest, Inc., to operate 18 new Embraer E175 aircraft under the United Express brand. SkyWest will purchase all of these 76-seat aircraft directly from the manufacturer with deliveries in 2016 and 2017.

In October ~~2015,~~2016, United ~~also entered into an amendment~~signed a seven year lease extension through 2024 with the Metropolitan Washington Airports Authority to ~~the CPA with Mesa Air Group, Inc. and Mesa Airlines, Inc. (“Mesa”), a wholly-owned subsidiary~~continue its use of Mesa Air Group, Inc., pursuant to which Mesa will operate under the United Express brand an additional 15 new 76-seat Embraer E175 aircraft, with deliveries in 2015 and 2016. Of the 15 aircraft, United will assign its purchase obligations to Mesa with respect to 10 Embraer E175 aircraftterminals at the time of each aircraft’s delivery, subject to certain conditions. Mesa will purchase the remaining five aircraft directly from Embraer; however, United has agreed that United will, under certain conditions, purchase these five aircraft directly from Embraer.

Washington Dulles International Airport. The table below summarizes the Company’s anticipated future payments through the end of the terms of our CPAs, excluding variable pass-through costs such as fuel and landing fees, among others. In addition, the table below summarizes the Company’s scheduled future minimum lease payments under ~~aircraft~~facility operating leases having initial or remaining noncancelable lease terms of more than one ~~year and includes aircraft rent or ownership costs under CPAs, including estimated commitments under the SkyWest CPA amendment for the operation of 18 new Embraer E175 aircraft.~~


(In millions)	Capacity Purchase Agreements		Aircraft Operating Leases		Facility and Other Operating Leases
Last three months of 2015	$	460	$	291
2016		1,836		1,322
Last three months of 2016					$	200
2017		1,725		1,292		1,156
2018		1,332		1,068		1,024
2019		1,103		868		954
After 2019		5,314		3,095
2020						1,083
After 2020						7,450

	$	11,770	$	7,936	$	11,867

Guarantees.As of September 30, 2016, United is the guarantor of approximately ~~$2.0~~$1.9 billion in aggregate principal amount of tax-exempt special facilities revenue bonds and interest thereon. These bonds, issued by various airport municipalities, are payable solely from rentals paid under long-term agreements with the respective governing bodies. The leasing arrangements associated with ~~$1.5~~$1.4 billion of these obligations are accounted for as operating leases with the associated expense recorded on a

straight-line basis resulting in ratable accrual of the lease obligation over the expected lease term. The leasing arrangements associated with ~~$295~~$376 million of these obligations are accounted for as capital leases. All of these bonds are due between ~~2015~~2017 and 2038.

In the Company’s financing transactions that include loans, the Company typically agrees to reimburse lenders for any reduced returns with respect to the loans due to any change in capital requirements and, in the case of loans in which the interest rate is based on the London Interbank Offered Rate (“LIBOR”), for certain other increased costs that the lenders incur in carrying these loans as a result of any change in law, subject, in most cases, to obligations of the lenders to take certain limited steps to mitigate the requirement for, or the amount of, such increased costs. At September 30, ~~2015,~~2016, the Company had ~~$2.6~~$2.5 billion of floating rate debt and ~~$124~~$97 million of fixed rate debt, with remaining terms of up to 12 years, that are subject to these increased cost provisions. In several financing transactions involving loans or leases from non-U.S. entities, with remaining terms of up to 12 years and an aggregate balance of $2.6 billion, the Company bears the risk of any change in tax laws that would subject loan or lease payments thereunder to non-U.S. entities to withholding taxes, subject to customary exclusions.

As of September 30, 2016, United is the guarantor of $171 million of aircraft mortgage debt issued by one of United’s regional carriers. The ~~Company has agreements with financial institutions that process customer credit card transactions~~aircraft mortgage debt is subject to similar increased cost provisions as described above for the ~~sale of air travel~~Company’s debt and ~~other services. Under certain of the Company’s credit card processing agreements, the financial institutions in certain circumstances have the right to require that~~ the Company ~~maintain a reserve equal to a portion of advance ticket sales that has been processed by that financial institution, but~~would potentially be responsible for ~~which~~those costs under the Company has not yet provided the air transportation. Such financial institutions may require additional cash or other collateral reserves to be established or additional withholding of payments related to receivables collected if the Company does not maintain certain minimum levels of unrestricted cash, cash equivalents and short term investments (collectively, “Unrestricted Liquidity”). The Company’s current level of Unrestricted Liquidity is substantially in excess of these minimum levels.

In September 2015, United amended and extended its Merchant Services Bankcard Agreement with JPMorgan Chase Bank, N.A. (“JPMorgan”) and Paymentech LLC. Effective with the amended Merchant Services Bankcard Agreement, the Company’s $25 million restricted cash with JPMorgan was returned to United. In addition, the minimum levels of Unrestricted Liquidity that this financial institution required United to maintain were reduced.guarantees.

Labor Negotiations. As of September 30, ~~2015,~~2016, United had approximately ~~84,000~~87,500 active employees, of whom approximately 80% were represented by various U.S. labor organizations. ~~We are~~

In January 2016, United’s pilots, represented by the Air Line Pilots Association, International, agreed to extend their contract through January 31, 2019. Increases in the ~~process~~pay and benefits resulting from new pilot agreements could activate United pilot contract clauses requiring the Company to match contract terms. In March 2016, the Company’s dispatchers, represented by the Professional Airline Flight Control Association, agreed to extend their current contract through 2021. In April 2016, the fleet service, passenger service, storekeeper and other employees represented by the Int’l Association of ~~negotiating~~Machinists and Aerospace Workers (“IAM”) ratified seven new contracts with the Company which extended the contracts through 2021. In August 2016, United’s flight attendants, represented by the AFA, ratified a five-year joint collective bargaining ~~agreements~~agreement through 2021. In September 2016, the Company reached a tentative agreement with ~~our~~the Int’l Brotherhood of Teamsters (the “IBT”) for a six-year joint collective bargaining agreement with its technicians and ~~flight attendants.~~ related employees.

As of September 30, ~~2015,~~2016, a substantial portion of the Company’s assets, principally aircraft, route authorities, airport slots and loyalty program intangible assets, was pledged under various loan and other agreements. As of September 30, ~~2015, the Company was~~2016, UAL and United were in compliance with ~~its~~their debt covenants. As of September 30, ~~2015,~~2016, United had its entire capacity of $1.35 billion available under the revolving credit facility of the Company’s 2013 Credit and Guaranty ~~Agreement.~~

~~4.5% Convertible Notes due 2015.~~At December 31, 2014, the remaining balance of these notes was $202 million. In January 2015, the holders of substantially all of the remaining $202 million principal amount of the 4.5% Convertible Notes exercised their conversion option resulting in the issuance of 11 million shares of UAL common stock.Agreement (the “Credit Agreement”).

~~6% Notes due 2026.~~EETCs.In the first quarter of 2015, UAL used cash to repurchase $18 million par value 6% Notes due 2026 (the “2026 Notes”) in market transactions. On April 1, 2015, UAL used cash to redeem, at par, the remaining $303 million balance of the 2026 Notes.

~~6% Notes due 2028.~~In the first quarter of 2015, UAL used cash to repurchase $13 million par value 6% Notes due 2028 (the “2028 Notes”) in market transactions. On May 1, 2015, UAL used cash to redeem, at par, the remaining $298 million balance of the 2028 Notes.

~~In the second quarter of 2015, the Company recorded a nonoperating special charge of $128 million for the extinguishment of the 2026 Notes~~September 2016 and ~~the 2028 Notes. The nonoperating special charge is related to the write off of unamortized non-cash debt discounts. See Note 10 of this report for additional information.~~

~~EETCs.~~~~In August 2014,~~June 2016, United created EETC pass-through trusts, each of which issued pass-through certificates. The proceeds of the issuance of the pass-through certificates are used to purchase equipment notes issued by United and secured by its aircraft. The Company records the debt obligation upon issuance of the equipment notes rather than upon the initial issuance of the pass-through certificates. The pass-through certificates represent fractional undivided interests in the respective pass-through trusts and are not obligations of United. The payment obligations under the equipment notes are those of United. Proceeds received from the sale of pass-through certificates are initially held by a depositary in escrow for the benefit of the certificate holders until United issues equipment notes to the trust, which purchases such notes with a portion of the escrowed funds. These escrowed funds are not guaranteed by United and are not reported as debt on our consolidated balance sheet because the proceeds held by the depositary are not United’s assets. Certain details of the pass-through trusts with proceeds received from issuance of debt in ~~2015~~2016 are as follows (in millions, except stated interest rate):

In ~~2015,~~2016, United borrowed approximately ~~$480~~$272 million aggregate principal amount from various financial institutions to finance the purchase of several aircraft delivered in ~~2015.~~2016. The notes evidencing these borrowings, which are secured by the related aircraft, mature in 2028 and have ~~maturity dates ranging from 2025 to 2027 and~~ interest rates comprised of ~~the London Interbank Offered Rate~~LIBOR plus a specified margin.

~~The table below presents contractual principal payments at September 30,~~4.5% Convertible Notes due 2015.In the first quarter of 2015, ~~under then-outstanding long-term debt agreements in each~~the holders of substantially all of the ~~next five calendar years (in millions):~~remaining $202 million principal amount of the 4.5% Convertible Notes due 2015 exercised their conversion option resulting in the issuance of 11 million shares of UAL common stock.

6% Notes due 2028.In the first quarter of 2015, UAL used cash to repurchase $13 million par value 6% Notes due 2028 (the “2028 Notes”) in market transactions. On May 1, 2015, UAL used cash to redeem, at par, the remaining $298 million balance of the 2028 Notes.

For the three and nine months ended September 30, special items consisted of the following (in millions):

The fleet service, passenger service, storekeeper and other employees represented by the IAM ratified seven new contracts with the Company which extended the contracts through 2021. The Company also reached a tentative agreement with the IBT. During the three and nine months ended September 30, 2016, the Company recorded $61 million ($39 million net of taxes) and $171 million ($109 million net of taxes), respectively, of special charges primarily for payments to be made in conjunction with the IAM and IBT agreements described above. Also, as part of the recently ratified contract with the AFA, the Company amended two of its flight attendant postretirement medical plans. The amendments triggered curtailment accounting, resulting in the recognition of a one-time $47 million gain ($30 million net of taxes) for accelerated recognition of a prior service credit.

During the three and nine months ended September 30, 2016, the Company recorded $13 million ($8 million net of taxes) and $27 million ($17 million net of taxes), respectively, of severance and benefit costs. During the three and nine months ended September 30, 2015, the Company recorded $28 million and $103 million, respectively, of severance and ~~benefits primarily related~~benefit costs. The severance and benefit costs relate to a voluntary early-out program for ~~its~~the Company’s flight ~~attendants.~~attendants and other severance agreements. In 2014, more than 2,500 flight attendants elected to voluntarily separate from the Company ~~and will receive~~for a severance payment, with a maximum value of $100,000 per participant, based on years of service, with retirement dates through the end of 2016.

~~Integration-related~~In April 2016, the Federal Aviation Administration (“FAA”) announced that it will designate Newark as a Level 2 schedule-facilitated airport under the International Air Transport Association Worldwide Slot Guidelines effective October 30, 2016. The designation was associated with an updated demand and capacity analysis of Newark by the FAA. In the second quarter of 2016, the Company determined that the FAA’s action impaired the entire value of its Newark slots because the slots will no longer be the mechanism that governs take-off and landing rights. Accordingly, the Company recorded a $412 million special charge ($264 million net of taxes) to write off the intangible asset. The Newark slots served as part of the collateral for the term loans under the Company’s Credit Agreement and under the Second Amended and Restated Co-Branded Card Marketing Services Agreement with Chase Bank USA, N.A. (the “Chase Agreement”). The Credit Agreement and the Chase Agreement have been amended to remove the Newark slots as collateral with no replacement collateral required.

During the nine months ended September 30, 2016, the City of Cleveland agreed to amend the lease, which runs through 2029, associated with certain excess airport terminal space (principally Terminal D) and related facilities at Hopkins International Airport. The Company recorded an accrual for remaining payments under the lease for facilities that the Company no longer uses and will continue to incur costs ~~include compensation costs~~under the lease without economic benefit to the Company. This liability was measured and recorded at its fair value when the Company ceased its right to use such facilities leased to it pursuant to the lease. The Company recorded a net charge of $74 million ($47 million net of taxes) related ~~primarily~~ to ~~systems integration~~the amended lease.

nine months ended September 30, 2016, the Company recorded gains and losses on sale of assets and other special charges of $18 million ($12 million net of taxes) and $32 million ($20 million net of taxes), respectively. During the three and nine months ended September 30, 2015, the Company recorded ~~$33~~$48 million and ~~$45~~$92 million, respectively, for integration costs, impairment of assets and other special gains and losses.

During the nine months ended September 30, 2016, the Company recorded $8 million ($5 million net of taxes) of losses due to exchange rate changes in Venezuela applicable to funds held in local currency and recorded a $9 million ($6 million net of taxes) gain on the sale of ~~one aircraft, the impairment of several engines held for sale and discontinued internal software projects.~~an affiliate.

During the third quarter of 2015, the Company recorded a $61 million ~~foreign exchange loss related~~of losses due to its cash holdings in Venezuela. The Venezuelan government has maintained currency controls and fixed official exchange rates (i.e. Sistema Complementario de Administracion de Divisas (“SICAD”), and Sistema Marginal de Divisas (“SIMADI”)) for many years. Previously, airlines were permitted to use the more favorable SICAD rate (currently 13.5 Venezuelan bolivars to one U.S. dollar) if repatriating profits and for payments of local goods and services in Venezuela. During 2015, many of the payments for local goods and services have transitioned to utilizing the SIMADI rate (currently 200 Venezuelan bolivars to one U.S. dollar) or have been required to be paid in U.S. dollars. Furthermore, the Venezuelan government has not permitted the exchange and repatriations of local currency since mid-2014. As a result, the Company has decided to change the exchange rate ~~from historical SICAD rates~~changes in Venezuela applicable to ~~a combination of SIMADI and SICAD rates based on projections of future cash payments. Including this adjustment, the Company’s resulting cash balance~~funds held in ~~Venezuelan bolivars at September 30, 2015 is approximately $15 million.~~

local currency. During the nine months ended September 30, 2015, the Company recorded a charge of $134 million ~~of losses as part of Nonoperating income (expense): Miscellaneous, net~~ due to the write-off of the unamortized non-cash debt discount related to the extinguishment of the 2026 Notes and ~~the~~ 2028 Notes.

~~During~~ Both of the ~~nine months ended September 30, 2014, the Company~~charges were recorded ~~$58 million of severance and benefits primarily related to reductions of management and front-line employees, including from Hopkins International Airport (“Cleveland”),~~ as part of its cost savings initiatives. The Company reduced its average daily departures from Cleveland by over 60 percent during the second quarter of 2014. The Company is currently evaluating its options regarding its long-term contractual commitments at Cleveland. The capacity reductions at Cleveland may result in further special charges, which could be significant, related to our contractual commitments.

During the nine months ended September 30, 2014, the Company recorded $66 million for the permanent grounding of 21 of the Company’s Embraer ERJ 135 regional aircraft under lease through 2018, which included an accrual for remaining lease payments and an amount for maintenance return conditions. The Company decided to permanently ground these 21 Embraer ERJ 135 aircraft as a result of new Embraer E175 regional jet deliveries, the impact of pilot shortages at regional carriers and fuel prices.

During the nine months ended September 30, 2014, the Company recorded $33 million for charges related primarily to the impairment of its flight equipment held for disposal associated with its Boeing 737-300 and 737-500 fleets and incurred losses on sales of aircraft and other assets and other special losses totaling $28 million.

~~During the nine months ended September 30, 2014, the Company recorded $21 million of losses due to exchange rate changes in Venezuela applicable to funds held in local currency.~~Nonoperating income (expense): Miscellaneous, net.

The accrual balance for severance and benefits was $34 million as of September 30, 2016, compared to $110 million as of September 30, ~~2015, compared to $70 million as of September 30, 2014.~~2015. The severance-related accrual as of September 30, ~~2015~~2016 is expected to be mostly paid through ~~2015.~~2016. The following is a reconciliation of severance accrual activity for the period:

United Continental Holdings, Inc. (together with its consolidated subsidiaries, “UAL” or the “Company”) is a holding company and its principal, wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, “United”). This Quarterly Report on Form 10-Q is a combined report of UAL and United including their respective consolidated financial statements. As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted. United’s operating revenues and operating expenses comprise nearly 100% of UAL’s revenues and operating expenses. In addition, United comprises approximately the entire balance of UAL’s assets, liabilities and operating cash flows. When appropriate, UAL and United are named specifically for their individual contractual obligations and related disclosures and any significant differences between the operations and results of UAL and United are separately disclosed and explained. We sometimes use the words “we,” “our,” “us,” and the “Company” in this report for disclosures that relate to all of UAL and United.

The Company transports people and cargo through its mainline operations, which utilize jet aircraft with at least 118 seats, and regional operations, which utilize smaller aircraft that are operated under contract by United Express carriers. The Company serves virtually every major market around the world, either directly or through participation in Star Alliance^®, the world’s largest airline alliance. UAL, through United and its regional carriers, operates ~~an average of nearly 5,000~~more than 4,500 flights a day to ~~352~~339 airports across ~~six~~five continents.

The Company expects full-year ~~2015~~2016 consolidated capacity to increase between 1.2% and 1.4% ~~and 1.7%~~ year-over-year.

The Company expects ~~full year 2015~~to drive $3.1 billion of incremental value by 2018. United anticipates to capture this value through benefits from improved operations by focusing on re-attracting premium customers, reducing cost ~~per available~~of irregular operations, reducing re-accommodations and improving schedule quality. In addition, the Company will introduce new products to its industry-leading existing portfolio of products such as our recently announced Polaris business class seats and enhance revenue through various MileagePlus program initiatives. Finally, the Company plans to improve its cost structure through an upgauge and slimline seat ~~mile~~program and ongoing sensible cost management.

In the first quarter of 2016, United reached contract extensions with its pilots and dispatchers. In the second quarter, United also reached amended collective bargaining agreements with its Int’l Association of Machinists and Aerospace Workers (“~~CASM”~~IAM”) ~~excluding profit sharing, third-party business expense, fuel~~represented employees. In the third quarter of 2016, United and ~~special items to be down between 0.4%~~the Association of Flight Attendants (“AFA”) ratified a five-year contract covering all of its flight attendants, and ~~0.7% year-over-year. Full-year 2015 pre-tax margin~~United reached a tentative agreement with the Int’l Brotherhood of Teamsters (“IBT”) for a joint collective bargaining agreement with its technicians and related employees. The costs associated with the ratification of all these agreements (excluding any impact from the IBT tentative agreement) is expected to ~~be between 11.7%~~add an additional approximate 2.3 points of non-fuel unit costs for full-year 2016, primarily due to the pilots’ agreement, and ~~12.1%, excluding special items. We are unable~~is expected to ~~project CASM or pre-tax margin~~add an additional approximate 1.5 to 2.0 points of non-fuel unit costs for full-year 2017, primarily due to the AFA and IAM agreements. Increases in the pay and benefits resulting from new pilot agreements could activate United pilot contract clauses requiring the Company to match contract terms. The Company cannot predict the outcome of ongoing and future negotiations with its unionized employee groups. Increases in the pay and benefits resulting from new collective bargaining agreements could have a material financial impact on ~~a GAAP basis, as defined below, as~~ the ~~nature and amount of special items are not determinable at this time.~~Company.

~~Since the summer of 2014, the~~The price of jet fuel ~~declined and~~ remains volatile. Based on projected fuel consumption in ~~2015,~~2016, a one dollar change in the price of a barrel of crude oil would change the Company’s annual fuel expense by approximately $93 million. To protect against increases in the prices of aircraft fuel, the Company ~~routinely hedges~~may hedge a portion of its future fuel requirements.

The following discussion provides an analysis of results of operations and reasons for material changes therein for the three months ended September 30, ~~2015~~2016 as compared to the corresponding period in ~~2014.~~2015.

The Company recorded net income of $965 million in the third quarter of 2016 as compared to net income of $4.8 billion in the third quarter of ~~2015 as compared to~~2015. A primary reason for the decline in net income ~~of $924 million in the third quarter of 2014. Third quarter 2015 net income reflects $3.2 billion of income tax benefits primarily due to~~is associated with the release of the income tax valuation ~~allowance. Excluding special items and with Hedge Program Adjustments, the Company had net income~~allowance of ~~$1.7~~$3.2 billion in the third quarter of 2015, ~~as compared to net~~combined with the recording of $545 million of income ~~of $1.1 billion~~tax expense on the pre-tax income in the third quarter of 2014. See “Reconciliation of GAAP to Non-GAAP Financial Measures” at the end of this item for additional information related to accounting principles generally accepted in the United States (“GAAP”) to Non-GAAP financial measures.2016. The Company considers a key measure of its performance to be operating income, which was $1.6 billion for the third quarter of 2016, as compared to $1.9 billion for the third quarter of 2015, ~~as compared to $1.2~~a $0.3 billion ~~for the third quarter of 2014, an approximate $0.7 billion improvement~~decrease year-over-year. Significant components of the Company’s operating results for the three months ended September 30 are as follows (in millions, except percentage changes):


	2015			2014			Increase (Decrease)			% Increase (Decrease)			2016		2015		Increase (Decrease)		% Increase (Decrease)
Operating revenue	$	10,306		$	10,563		$	(257	)		(2.4	)	$	9,913	$	10,306	$	(393)		(3.8)
Operating expense		8,407			9,372			(965	)		(10.3	)		8,289		8,407		(118)		(1.4)

Operating income		1,899			1,191			708			59.4			1,624		1,899		(275)		(14.5)
Nonoperating expense		(293	)		(271	)		22			8.1			(114)		(293)		(179)		(61.1)
Income tax benefit		(3,210	)		(4	)		3,206			NM
Income tax expense (benefit)														545		(3,210)		3,755		NM

Net income	$	4,816		$	924		$	3,892			421.2		$	965	$	4,816	$	(3,851)		(80.0)

Certain consolidated statistical information for the Company’s operations for the three months ended September 30 is as follows:

~~(c) The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.~~

~~(e) The average passenger revenue received for each revenue passenger mile flown.~~

~~The table below shows year-over-year comparisons by type of operating revenue for the three months ended September 30 (in millions, except for percentage changes):~~

~~The table below presents selected passenger revenue and operating data, broken out by geographic region, expressed as third quarter year-over-year changes:~~

Consolidated passenger revenue in the third quarter of 2015 decreased 3.8% as compared to the year-ago period due to a decrease in consolidated yield of 5.6% year-over-year. Yields were impacted by a competitive domestic fare environment, unfavorable foreign currency results due to the strengthening of the U.S. dollar, international surcharge declines, travel reductions from corporate customers in the energy sector and increased industry capacity in certain regions. The decline in yields was partially offset by a 2.0% and 2.1% year-over-year increase in traffic and capacity, respectively.

~~Other operating revenue in the third quarter of 2015 increased $99 million, or 9.8%, as compared to the year-ago period primarily due to the impact of the amended Co-Brand Agreement with Chase.~~

~~The table below includes data related to the Company’s operating expenses for the three months ended September 30 (in millions, except for percentage changes):~~

Salaries and related costs increased $190 million, or 8.1%, in the third quarter of 2015 as compared to the year-ago period primarily due to profit sharing expense as a result of improved profitability, higher pay rates driven by new collective bargaining agreements and an increase in pension expense resulting from changes in actuarial assumptions.

Aircraft fuel expense decreased $1.2 billion, or 38.2%, year-over-year primarily due to a 38.1% decrease in the average price per gallon of aircraft fuel in the third quarter of 2015 compared to the year-ago period. The table below presents the significant changes in aircraft fuel cost per gallon in the three month period ended September 30, 2015 as compared to the year-ago period:

(a) Includes ineffectiveness gains (losses) on settled hedges and gains (losses) on settled hedges that were not designated for hedge accounting. Ineffectiveness gains (losses) and gains (losses) on hedges that do not qualify for hedge accounting are recorded in Nonoperating income (expense): Miscellaneous, net.

Depreciation and amortization increased $47 million, or 11.1%, in the third quarter of 2015 as compared to the year-ago period primarily due to additions in owned property and equipment, specifically related to new aircraft and information technology assets.

Aircraft rent decreased $37 million, or 16.7%, in the third quarter of 2015 as compared to the year-ago period primarily due to lease expirations, the purchase or capital lease conversion of several operating leased aircraft and lower lease renewal rates for certain aircraft.

~~Details of the Company’s special charges include the following for the three months ended September 30 (in millions):~~

~~See Note 10 to the financial statements included in Part I, Item 1 of this report for additional information.~~

Other operating expenses increased $56 million, or 4.5%, in the third quarter of 2015 as compared to the year-ago period primarily due to technology initiatives, increased cargo volume, rate increases at various stations and increases in several other purchased services, partially offset by the discontinuance of a Transportation Security Administration (“TSA”) fee.

~~Nonoperating Income (Expense).~~The following table illustrates the year-over-year dollar and percentage changes in the Company’s nonoperating income (expense) for the three months ended September 30 (in millions, except for percentage changes):

Miscellaneous, net included losses of $67 million from derivatives not qualifying for hedge accounting as compared to losses of $102 million in the year-ago period. The Company recorded a $61 million foreign exchange loss related to the Company’s cash holdings in Venezuela. Other foreign currency impacts were losses of approximately $20 million versus losses of approximately $1 million in the third quarters of 2015 and 2014, respectively. See Note 10 to the financial statements included in Part I, Item 1 of this report for additional information.

~~Income Taxes.~~~~See Note 4 to the financial statements included in Part I, Item 1 of this report for additional information related to income taxes.~~

The Company recorded net income of $6.5 billion in the first nine months of 2015 as compared to net income of $1.1 billion in the first nine months of 2014. Net income in the first nine months of 2015 reflects $3.2 billion of income tax benefits primarily due to the release of the income tax valuation allowance. Excluding special items and with Hedge Program Adjustments, the Company had net income of $3.5 billion in the first nine months of 2015 as compared to net income of $1.5 billion in the first nine months of 2014. See “Reconciliation of GAAP to Non-GAAP Financial Measures” at the end of this item for additional information related to GAAP to Non-GAAP financial measures. The Company considers a key measure of its performance to be operating income, which was $4.1 billion for the first nine months of 2015, as compared to $1.7 billion for the first nine months of 2014, an approximate $2.3 billion improvement year-over-year. Significant components of the Company’s operating results for the first nine months of 2015 are as follows (in millions, except percentage changes):

~~Certain consolidated statistical information for the Company’s operations for the nine months ended September 30 is as follows:~~


	2015		2014		Increase (Decrease)			% Increase (Decrease)			2016		2015		Increase (Decrease)		% Increase (Decrease)
Passengers (thousands) (a)		105,217		104,472		745			0.7			38,651		37,464		1,187		3.2
RPMs (millions) (b)		157,893		156,348		1,545			1.0
ASMs (millions) (c)		188,699		185,808		2,891			1.6
Revenue passenger miles (“RPMs”) (millions) (b)												58,172		57,160		1,012		1.8
Available seat miles (“ASMs”) (millions) (c)												68,074		66,745		1,329		2.0
Passenger load factor (d)		83.7 %		84.1 %		(0.4) pts.			N/A			85.5 %		85.6 %		(0.1) pts.		N/A
PRASM (cents)		13.28		13.82		(0.54	)		(3.9	)
Average yield per revenue passenger mile (cents) (e)		15.87		16.42		(0.55	)		(3.3	)
CASM (cents)		13.11		14.98		(1.87	)		(12.5	)
Passenger revenue per available seat mile (“PRASM”) (cents)												12.64		13.42		(0.78)		(5.8)
Average yield per revenue passenger mile (“Yield”) (cents) (e)												14.79		15.68		(0.89)		(5.7)
Cost per available seat mile (“CASM”) (cents)												12.18		12.60		(0.42)		(3.3)
Average price per gallon of fuel, including fuel taxes	$	2.01	$	3.09	$	(1.08	)		(35.0	)	$	1.52	$	1.87	$	(0.35)		(18.7)
Fuel gallons consumed (millions)		2,935		2,957		(22	)		(0.7	)		1,057		1,035		22		2.1
Average full-time equivalent employees		82,100		82,500		(400	)		(0.5	)		85,100		82,400		2,700		3.3

(e) The average passenger revenue received for each revenue passenger mile flown.

The table below shows year-over-year comparisons by type of operating revenue for the three months ended September 30 (in millions, except for percentage changes):

The table below presents selected third quarter passenger revenue and operating data, broken out by geographic region, expressed as year-over-year changes:

Consolidated passenger revenue in the third quarter of 2016 decreased $357 million, or 4.0% as compared to the year-ago period. Third-quarter 2016 consolidated PRASM decreased 5.8% compared to the third quarter of 2015. The decline in PRASM was driven by factors including a strong U.S. dollar, lower surcharges, reductions from energy-related corporate travel, and declining yields.

The table below includes data related to the Company’s operating expenses for the three months ended September 30 (in millions, except for percentage changes):

Salaries and related costs increased $91 million, or 3.6%, in the third quarter of 2016 as compared to the year-ago period primarily due to higher pay rates and benefit expenses driven by new and extended collective bargaining agreements, an increase in employee incentive expenses due to improvements in operational performance and a 3.3% increase in average full-time equivalent employees, partially offset by a decrease in profit sharing expense.

Aircraft fuel expense decreased $331 million, or 17.1%, year-over-year primarily due to a 18.7% decrease in the average price per gallon of aircraft fuel in the third quarter of 2016 compared to the year-ago period. The table below presents the significant changes in aircraft fuel cost per gallon in the three month period ended September 30, 2016 as compared to the year-ago period:

Regional capacity purchase was $572 million in the third quarters of 2016 and 2015. Increased aircraft rent and contractual rates were offset by a 3.9% reduction in capacity and a reduction in pass-through costs in the third quarter of 2016 as compared to the year-ago period.

Depreciation and amortization increased $34 million, or 7.2%, in the third quarter of 2016 as compared to the year-ago period primarily due to additions of new aircraft, conversions of operating leases to capital leases, aircraft improvements and accelerated depreciation of certain assets related to several fleet types.

Aircraft maintenance materials and outside repairs increased $27 million, or 6.4%, in the third quarter of 2016 as compared to the year-ago period primarily due to the timing of maintenance events.

Other operating expenses increased $135 million, or 10.4%, in the third quarter of 2016 as compared to the year-ago period primarily due to increases in ground handling costs and other airport operations cost, food and technology costs associated with the Company’s enhanced customer experience initiatives, rate-driven increases in personnel-related expenses, increases in marketing expenses related to the 2016 Summer Olympics and increases in other purchased services.

Details of the Company’s special charges include the following for the three months ended September 30 (in millions):

See Note 10 to the financial statements included in Part I, Item 1 of this report for additional information.

Nonoperating Income (Expense).The following table illustrates the year-over-year dollar and percentage changes in the Company’s nonoperating income (expense) for the three months ended September 30 (in millions, except for percentage changes):

In the third quarter of 2016, Miscellaneous, net did not include any gains or losses from derivatives not qualifying for hedge accounting as compared to losses of $67 million in the year-ago period. Foreign currency losses were approximately $4 million and $81 million in the third quarters of 2016 and 2015, respectively. Third quarter 2015 foreign currency results include a $61 million loss related to the Company’s cash holdings in Venezuela. See Note 10 to the financial statements included in Part I, Item 1 of this report for additional information.

Income Taxes.See Notes 3 and 4 to the financial statements included in Part I, Item 1 of this report for information related to income taxes.

The Company recorded net income of $1.9 billion in the first nine months of 2016 as compared to net income of $6.5 billion in the first nine months of 2015. A primary reason for the decline in net income is associated with the release of the income tax valuation allowance of $3.2 billion in the third quarter of 2015, combined with the recording of $1.1 billion of income tax expense on the pre-tax income in 2016. The Company considers a key measure of its performance to be operating income, which was $3.3 billion for the first nine months of 2016, as compared to $4.1 billion for the first nine months of 2015, a $0.8 billion decrease year-over-year. Significant components of the Company’s operating results for the nine months ended September 30 are as follows (in millions, except percentage changes):

Certain consolidated statistical information for the Company’s operations for the nine months ended September 30 is as follows:

(e) The average passenger revenue received for each revenue passenger mile flown.

The table below shows year-over-year comparisons by type of operating revenue for the nine months ended September 30 (in millions, except for percentage changes):

The table below presents selected passenger revenue and operating data, broken out by geographic region, expressed as year-over-year changes for the nine months ended September 30, ~~2015~~2016 compared to the nine months ended September 30, ~~2014:~~2015:

~~(a) See Item 6 of the 2014 Annual Report for the definition of these statistics.~~

Consolidated passenger revenue in the first nine months of ~~2015~~2016 decreased ~~2.4%~~$1.4 billion or 5.4%, as compared to the year-ago period. For the first nine months of 2016, consolidated PRASM decreased 6.6% compared to the year-ago period. The decline in PRASM was driven by factors including a strong U.S. dollar, lower surcharges, reductions from energy-related corporate travel, and declining yields.

Cargo revenue decreased $80 million or 11.3%, in the first nine months of 2016 as compared to the year-ago period due to a decrease in consolidated yield of 3.3% year-over-year. Yields were impacted by a competitive domestic fare environment, unfavorable foreign currency results due to the strengthening of the U.S. dollar, international surcharge declines, travel reductions from corporate customers in the energy sectorlower freight yields and ~~increased industry capacity in certain regions. The decline in yields was~~lower mail volumes year-over-year, partially offset by ~~a 1.0% and 1.6% year-over-year~~an increase in ~~traffic and~~freight volumes. Freight yields were negatively impacted as air freighter competitors increased capacity ~~respectively.~~in response to lower fuel prices. Another contributing factor to the year-over-year decrease was a U.S. West Coast port labor dispute that helped increase air freight results in the first quarter of 2015. The labor dispute was resolved during the first quarter of 2015.

Other operating revenue in the first nine months of ~~2015 decreased $165~~2016 increased $116 million or ~~5.1%~~3.8%, as compared to the year-ago period primarily due to ~~a reduction in sales of aircraft fuel to a third party, partially offset by year-over-year increases in MileagePlus and ancillary revenue and~~ the impact of the ~~amended Co-Brand~~Second Amended and Restated Co-Branded Card Marketing Services Agreement with ~~Chase.~~Chase Bank USA, N.A., which became effective in the third quarter of 2015.

The table below includes data related to the Company’s operating expenses for the nine months ended September 30 (in millions, except for percentage changes):


	2015		2014		Increase (Decrease)		% Change		2016		2015		Increase (Decrease)		% Change
Salaries and related costs	$	7,289	$	6,684	$	605		9.1	$	7,707	$	7,289	$	418		5.7
Aircraft fuel		5,904		9,145		(3,241)		(35.4)		4,258		5,904		(1,646)		(27.9)
Regional capacity purchase		1,725		1,747		(22)		(1.3)		1,645		1,725		(80)		(4.6)
Landing fees and other rent		1,647		1,706		(59)		(3.5)		1,612		1,647		(35)		(2.1)
Depreciation and amortization		1,343		1,248		95		7.6		1,473		1,343		130		9.7
Aircraft maintenance materials and outside repairs		1,252		1,364		(112)		(8.2)		1,301		1,252		49		3.9
Distribution expenses		1,026		1,039		(13)		(1.3)		987		1,026		(39)		(3.8)
Aircraft rent		580		668		(88)		(13.2)		521		580		(59)		(10.2)
Special charges		195		264		(69)		NM		669		195		474		NM
Other operating expenses		3,782		3,975		(193)		(4.9)		3,998		3,782		216		5.7

	$	24,743	$	27,840	$	(3,097)		(11.1)	$	24,171	$	24,743	$	(572)		(2.3)

Salaries and related costs increased ~~$605~~$418 million or ~~9.1%~~5.7%, in the first nine months of ~~2015~~2016 as compared to the year-ago period primarily due to ~~profit sharing accruals as a result of improved profitability,~~ higher pay rates and benefit expenses driven by new and extended collective bargaining agreements, an increase in ~~medical~~employee incentive expenses due to improvements in operational performance and ~~dental costs and an~~a 1.8% increase in ~~pension expense resulting from changes in actuarial assumptions, partially offset by a 0.5% reduction in the number of~~average full-time equivalent employees.

Aircraft fuel expense decreased ~~$3.2~~$1.6 billion or ~~35.4%~~27.9%, year-over-year primarily due to a ~~35%~~27.9% decrease in the average price per gallon of aircraft fuel ~~combined with a 0.7% decrease in fuel consumption~~ in the first nine months of ~~2015~~2016 compared to the

year-ago period. 2016 fuel expense includes the benefit of a $20 million fuel tax refund. The table below presents the significant changes in aircraft fuel cost per gallon in the nine months ended September 30, ~~2015~~2016 as compared to the year-ago period:


	(In millions)						Average price per gallon						(In millions)						Average price per gallon
	2015		2014		% Change		2015		2014		% Change		2016		2015		% Change		2016		2015		% Change
Total aircraft fuel purchase cost excluding fuel hedge impacts	$	5,475	$	9,141		(40.1)	$	1.87	$	3.09		(39.5)	$	4,061	$	5,475		(25.8)	$	1.38	$	1.87		(26.2)
Hedge losses reported in fuel expense		(429)		(4)		NM		(0.14)		—		NM		(197)		(429)		NM		(0.07)		(0.14)		NM

Fuel expense as reported		5,904		9,145		(35.4)		2.01		3.09		(35.0)
Cash received (paid) on settled hedges that did not qualify for hedge accounting (a)		(214)		13		NM		(0.07)		—		NM

Fuel expense including all gains (losses) from settled hedges	$	6,118	$	9,132		(33.0)	$	2.08	$	3.09		(32.7)
Fuel expense													$	4,258	$	5,904		(27.9)	$	1.45	$	2.01		(27.9)

Total fuel consumption (gallons)		2,935		2,957		(0.7)								2,942		2,935		0.2

~~Depreciation and amortization increased $95~~Regional capacity purchase decreased $80 million or ~~7.6%~~4.6%, in the first nine months of ~~2015~~2016 as compared to the year-ago period primarily due to a decrease in regional capacity and a decrease in one-time start-up and exit costs, partially offset by contractual rate increases and increases in performance incentive payments.

Depreciation and amortization increased $130 million or 9.7%, in the first nine months of 2016 as compared to the year-ago period primarily due to additions ~~in owned property~~of new aircraft, conversions of operating leases to capital leases, aircraft improvements and ~~equipment, specifically~~accelerated depreciation of certain assets related to ~~new aircraft and information technology assets.~~several fleet types.

Aircraft ~~maintenance materials and outside repairs~~rent decreased ~~$112~~$59 million, or ~~8.2%~~10.2%, in the first nine months of ~~2015~~2016 as compared to the year-ago period primarily due to a year-over-year decrease in significant aircraft engine and airframe maintenance visits as a result of the cyclical timing of these visits and a reduction of flying hours under certain power-by-the-hour engine maintenance agreements.

~~Aircraft rent decreased $88 million or 13.2% in the third quarter of 2015 as compared to the year-ago period primarily due to lease expirations,~~ the purchase or capital lease conversion of several operating leased aircraft, ~~and~~ lower lease renewal rates for certain ~~aircraft.~~aircraft and lease expirations.

Other operating expenses increased $216 million, or 5.7%, in the first nine months of 2016 as compared to the year-ago period primarily due to increases in ground handling costs and other airport operations cost, food and technology costs associated with the Company’s enhanced customer experience initiatives, rate-driven increases in personnel-related expenses, increases in marketing expenses related to the 2016 Summer Olympics and increases in other purchased services.

Details of the Company’s special charges include the following for the nine months ended September 30 (in millions):

See Note 10 to the financial statements included in Part I, Item 1 of this report for additional information.

Other operating expenses decreased $193 million, or 4.9%, in the first nine months of 2015 as compared to the year-ago period primarily due to a reduction in sales of aircraft fuel to a third party and the discontinuance of a TSA fee, partially offset by increases in purchased services and personnel-related expenses.

Nonoperating Income (Expense).The following table illustrates the year-over-year dollar and percentage changes in the Company’s nonoperating income (expense) for the nine months ended September 30 (in millions, except for percentage changes):


	2015		2014		Increase (Decrease)		% Change		2016		2015		Increase (Decrease)		% Change
Interest expense	$	(504)	$	(559)	$	(55)		(9.8)	$	(466)	$	(504)	$	(38)		(7.5)
Interest capitalized		38		40		(2)		(5.0)		48		38		10		26.3
Interest income		16		17		(1)		(5.9)		31		16		15		93.8
Miscellaneous, net		(321)		(141)		180		127.7		(11)		(321)		(310)		(96.6)

Total	$	(771)	$	(643)	$	128		19.9	$	(398)	$	(771)	$	(373)		(48.4)

~~Interest expense decreased $55 million, or 9.8% due to~~In the ~~prepayment~~first nine months of ~~certain debt issuances and declining balances of other debt, partially offset by interest expense on debt issued for the acquisition of new aircraft.~~

2016, Miscellaneous, net ~~included~~did not include any gains or losses ~~of $69 million and $103 million~~ from derivatives not qualifying for hedge accounting ~~for~~as compared to losses of $69 million in the ~~nine months ended September 30, 2015 and 2014, respectively.~~year-ago period. Foreign currency losses were approximately ~~$118~~$31 million and ~~$24~~$118 million in the first nine months of ~~2015~~2016 and ~~2014,~~2015, respectively. Foreign currency results ~~included~~include $8 million and $61 million of losses due to exchange rate changes in Venezuela applicable to funds held in local currency in 2016 and ~~$21~~2015, respectively. Miscellaneous, net for 2016 includes a $9 million gain on the sale of ~~foreign exchange losses for 2015 and 2014, respectively, related to the Company’s cash holdings in Venezuela.~~an affiliate. Miscellaneous, net for the first nine months of 2015 includes a $134 million special charge related to the write off of unamortized non-cash debt discounts for the early redemption of the 6% Notes due 2026 ~~(“2026~~(the “2026 Notes”) and the 6% Notes due 2028 ~~(“2028~~(the “2028 Notes”). See Note 10 to the financial statements included in Part I, Item 1 of this report for additional information.

Income Taxes.See ~~Note~~Notes 3 and 4 to the financial statements included in Part I, Item 1 of this report for additional information related to income taxes.

As of September 30, ~~2015,~~2016, the Company had ~~$5.6~~$4.9 billion in unrestricted cash, cash equivalents and short-term investments, as compared to ~~$4.4~~$5.2 billion at December 31, ~~2014.~~2015. At September 30, ~~2015,~~2016, the Company also had ~~$208~~$124 million of restricted cash and cash equivalents, which is primarily collateral for ~~performance bonds,~~ letters of credit and estimated future workers’ compensation ~~claims and credit card processing agreements.~~claims. As of September 30, ~~2015,~~2016, the Company had its entire commitment capacity of $1.35 billion under the revolving credit facility of the Company’s 2013 Credit and Guaranty Agreement (the “Credit Agreement”) available for letters of credit or borrowings.

As is the case with many of our principal competitors, we have a high proportion of debt compared to capital and a deficit in working capital. We have a significant amount of fixed obligations, including debt, aircraft leases and financings, leases of airport property and other facilities, and pension funding obligations. At September 30, ~~2015,~~2016, the Company had approximately ~~$12.1~~$11.5 billion of debt and capital lease obligations, including ~~$1.4~~$1.1 billion that will become due in the next 12 months. In addition, we have substantial ~~non-cancelable~~noncancelable commitments for capital expenditures, including the acquisition of new aircraft and related spare engines. As of September 30, ~~2015,~~2016, our current liabilities exceeded our current assets by approximately ~~$3.4~~$5.3 billion. However, approximately ~~$6.6~~$6.7 billion of our current liabilities are related to our ~~Advanced~~advance ticket sales and ~~Frequent~~frequent flyer deferred revenue, both of which largely represent revenue to be recognized for travel in the near future and not actual cash outlays. The deficit in working capital does not have an adverse impact to our cash flows, liquidity or operations.

~~The Company will continue to evaluate opportunities to prepay its debt, including open market repurchases, to reduce its indebtedness and related interest.~~

As of September 30, ~~2015,~~2016, United had firm commitments and options to purchase aircraft from The Boeing Company (“Boeing”)~~, Embraer S.A. (“Embraer”)~~ and Airbus S.A.S. (“Airbus”) presented in the table below:

As of September 30, ~~2015,~~2016, UAL and United have total capital commitments primarily related to the acquisition of aircraft and related spare engines, aircraft improvements and acquisition of information technology services and assets of approximately $22.6 billion, of which approximately $1.2 billion, $4.5 billion, $4.1 billion, $3.3 billion, $2.6 billion and $6.9 billion are due in the last three months of 2016 and for the full year for 2017, 2018, 2019, 2020 and thereafter, respectively. Any new firm aircraft orders, including through the exercise of purchase options and purchase rights, will increase the total future capital commitments of the Company.

As of September 30, 2016, United has $1.7 billion in financing available through enhanced equipment trust certificates (“EETC”) transactions for the financing of all of its aircraft deliveries scheduled for the remainder of 2016 and first half of 2017. See Note 9 to the financial statements included in Part I, Item 1 of this report for additional information on aircraft financing. The Company has also secured backstop financing commitments from certain of its aircraft manufacturers for a limited number of its future aircraft deliveries, subject to certain customary conditions. Financing may be necessary to satisfy the Company’s capital commitments for its firm order aircraft and other related capital expenditures. ~~See Note 9 to the financial statements included in Part I, Item 1 of this report for additional information on aircraft financing.~~

As of September 30, 2015, UAL and United have total capital commitments primarily related to the acquisition of aircraft and related spare engines, aircraft improvements and acquisition of information technology services and assets of approximately $22.0 billion, of which approximately $0.6 billion, $3.0 billion, $2.3 billion, $2.3 billion, $3.1 billion and $10.7 billion are due in the last three months of 2015 and for the full year for 2016, 2017, 2018, 2019 and thereafter, respectively. Any new firm aircraft orders, including through the exercise of purchase options and purchase rights, will increase the total future capital commitments of the Company.

During the second quarter of 2015, the Company reached an agreement with AerCap Holdings N.V., a major aircraft leasing company (“AerCap”), to lease used Airbus A319s. Eleven aircraft will be delivered over the next two years beginning in early 2016. In addition, up to 14 more aircraft may be delivered over the next five years subject to certain conditions.

~~As of September 30, 2015,~~ a substantial portion of the Company’s assets, principally aircraft, route authorities, airport slots and loyalty program intangible assets, was pledged under various loan and other agreements. We must sustain our profitability and/or access the capital markets to meet our significant long-term debt and capital lease obligations and future commitments for capital expenditures, including the acquisition of aircraft and related spare engines.

In September ~~2015,~~2016, United ~~entered into an amendment~~agreed to a seven year lease extension through 2024 with the ~~capacity purchase agreement (“CPA”) with SkyWest Airlines, Inc. (“SkyWest”), a wholly-owned subsidiary~~Metropolitan Washington Airports Authority to continue its use of SkyWest, Inc., to operate 18 new Embraer E175 aircraft under the United Express brand. SkyWest will purchase all of these 76-seat aircraft directly from the manufacturer with deliveries in 2016 and 2017.terminals at Washington Dulles International Airport. See Note 8 to the financial statements included in Part I, Item 1 of this report for additional information.

In October 2015, United also entered into an amendment to the CPA with Mesa Air Group, Inc. and Mesa Airlines, Inc. (“Mesa”), a wholly-owned subsidiary of Mesa Air Group, Inc., pursuant to which Mesa will operate under the United Express brand an additional 15 new 76-seat Embraer E175 aircraft, with deliveries in 2015 and 2016. Of the 15 aircraft, United will assign its purchase obligations to Mesa with respect to 10 Embraer E175 aircraft at the time of each aircraft’s delivery, subject to certain conditions. Mesa will purchase the remaining five aircraft directly from Embraer; however, United has agreed that United will, under certain conditions, purchase these five aircraft directly from Embraer.

Credit Ratings. As of the filing date of this report, UAL and United had the following corporate credit ratings:

These credit ratings are below investment grade levels. Downgrades from these rating levels, among other things, could restrict the availability or increase the cost of future financing for the Company.

Operating Activities.Cash flow provided by operations was $4.9 billion for both the nine months ended September 30, ~~2015 was $4.9 billion compared to $2.7 billion in the same period in 2014. The increase is primarily attributable to an increase of $2.3 billion in operating~~2016 and September 30, 2015. Operating income for the first nine months ~~ended September 30, 2015 as compared~~of 2016 decreased $0.8 billion versus the year-ago period. However, operating income in 2016 was affected by the $0.4 billion non-cash impairment of the Newark slots. In regard to ~~the same period in 2014. Other notable~~

year-over-year changes in ~~operating cash flows for that period also include a net increase~~working capital items, frequent flyer deferred revenue and advanced purchase of ~~$522 million~~miles decreased by approximately $0.3 billion due to increased utilization of pre-purchased miles, which was offset by the change in payables and accrued liabilities. Other changes in working capital items were largely offsetting in the ~~funding~~first nine months of 2016 versus the ~~Company’s defined benefit plans, primarily offset by other working capital changes. Additionally, the Company experienced a $421 million reduction~~first nine months of 2015. Significant cash payments in ~~fuel hedge collateral since December 31, 2014, mostly offset by a $365 million reduction~~2016 included $0.7 billion in ~~the fuel derivative liability over the same period.~~profit sharing and $0.4 billion in pension funding.

Investing Activities.Capital expenditures were ~~$2.0~~$2.3 billion and ~~$1.3~~$2.0 billion in the nine months ended September 30, ~~2015~~2016 and ~~2014,~~2015, respectively. Capital expenditures for the nine months ended September 30, ~~2015~~2016 were primarily attributable to the purchase of aircraft, facility and fleet-related costs. In June 2015, through a wholly-owned subsidiary, we invested $100 million for an ownership stake of approximately five percent in Azul Linhas Aereas Brasileiras S.A., Brazil’s third-largest airline, which provides a range of customer benefits including codesharing of flights (subject to government approval), joint loyalty-program participation and expanded connection opportunities on routes between the U.S. and Brazil, a key market for United, in addition to other points in North and South America.

In addition to capital expenditures during the nine months ended September 30, 2015, we acquired 22 aircraft through the issuance of debt. See “Financing Activities” below for additional information.

Financing Activities.During the nine months ended September 30, ~~2015,~~2016, the Company made debt and capital lease payments of ~~$1.6~~$1.0 billion.

In ~~January~~the nine months ended September 30, 2016, United completed two EETC offerings for a total principal amount of $2.0 billion. Of the $2.0 billion, United has received and recorded $321 million of proceeds as debt as of September 30, 2016. United expects to receive all proceeds from the pass-through trusts by the end of the second quarter of 2017. See Note 9 to the financial statements included in Part I, Item 1 of this report for additional information on EETC pass-through trusts.

In the nine months ended September 30, 2016, United borrowed approximately $272 million aggregate principal amount from various financial institutions to finance the purchase of several aircraft delivered in 2016. The notes evidencing these borrowings, which are secured by the related aircraft, mature in 2028 and have interest rates comprised of the London Interbank Offered Rate (“LIBOR”) plus a specified margin.

In the first quarter of 2015, the holders of substantially all of the remaining $202 million principal amount of United’s 4.5% Convertible Notes due 2015 exercised their conversion option resulting in the issuance of 11 million shares of UAL common stock.

In the first quarter of 2015, UAL used cash to repurchase $18 million par value 2026 Notes in market transactions. On April 1, 2015, UAL used cash to redeem, at par, the remaining $303 million balance of the 2026 Notes.

In the first quarter of 2015, UAL used cash to repurchase $13 million par value 2028 Notes in market transactions. On May 1, 2015, UAL used cash to redeem, at par, the remaining $298 million balance of the 2028 Notes.

In ~~August~~the first nine months of 2015, United issued $0.9 billion of debt related to a 2014 ~~United completed an enhanced equipment trust certificate (“EETC”)~~EETC offering ~~for a total principal amount of $1.1 billion. United has received and recorded all of the proceeds as debt. See Note 9~~ to ~~the financial statements included in Part I, Item 1 of this report for additional information on EETC pass-through trusts.~~finance new aircraft.

In the first nine months of 2015, United borrowed approximately $480 million aggregate principal amount from various financial institutions to finance the purchase of several aircraft delivered in 2015. The notes evidencing these borrowings, which are secured by the related aircraft, have maturity dates ranging from 2025 to 2027 and interest rates comprised of ~~the London Interbank Offered Rate~~LIBOR plus a specified margin.

As of September 30, ~~2015,~~2016, United had its entire capacity of $1.35 billion available under the revolving credit facility of the Company’s Credit Agreement. See Note 11 in the ~~Company’s~~ Annual Report on Form 10-K for the year ended December 31, ~~2014~~2015 (the ~~“2014~~“2015 Annual Report”) for additional information on the terms of the Credit Agreement.

The obligations of United under the Credit Agreement are secured by liens on certain international route authorities between certain specified cities, certain take-off and landing rights and related assets of United. Certain covenants in the Credit Agreement and in the Company’s indentures are summarized in Note 11 of the ~~2014~~2015 Annual Report. The Company was in compliance with all of these covenants as of September 30, 2016.

Share Repurchase ~~Program.~~Programs.In 2014, UAL’s Board of Directors authorized a share repurchase program to acquire up to $1 billion of UAL’s common stock (the “2014 Program”). On July 21, 2015, UAL’s Board of Directors authorized a new $3 billion share repurchase program, which the ~~Company expects to complete by December 31, 2017 (the “2015 Program”).~~three and nine months ended September 30, 2016, UAL ~~spent $262~~repurchased 5 million and ~~$712 million to repurchase approximately 4.6 million and 11.9~~48 million shares of UAL common stock in open market transactions, ~~in the three~~respectively, for $255 million and ~~nine months ended September 30, 2015,~~$2.4 billion, respectively. As of September 30, ~~2015,~~2016, the Company had ~~completed~~

~~purchases under the 2014 Program and had $2.97~~approximately $2 billion remaining to ~~spend~~purchase shares under ~~the 2015 Program. On October 22, 2015, UAL expects to enter into agreements under which it will repurchase approximately $300 million of shares of UAL common stock through an accelerated~~its existing share repurchase program. The specific number of shares that UAL expects ultimately to repurchase under this accelerated share repurchase program will be determined based on a calculation period not to exceed approximately three months. authority.

UAL may repurchase shares through the open market, privately negotiated transactions, block trades or accelerated share repurchase transactions from time to time in accordance with applicable securities laws. UAL will repurchase shares of UAL common stock subject to prevailing market conditions, and may discontinue such repurchases at any time. See Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds” of this report for additional information.

Commitments, Contingencies and Liquidity Matters.As described in the ~~2014~~2015 Annual Report, the Company’s liquidity may be adversely impacted by a variety of factors, including, but not limited to, obligations associated with fuel hedge settlements and related collateral requirements, pension funding obligations, reserve requirements associated with credit card processing agreements, guarantees, commitments and contingencies.

As of September 30, 2016, United is the guarantor of $171 million of aircraft mortgage debt issued by one of United’s regional carriers.

See the ~~2014~~2015 Annual Report and Notes 5, 7, 8 and 9 to the financial statements contained in Part I, Item 1 of this report for additional information.

The Company evaluates its financial performance utilizing various GAAP and Non-GAAP financial measures, including net income/loss and net earnings/loss per share. The Non-GAAP financial measures in this report are presented because they provide management and investors the ability to measure and monitor the Company’s performance on a consistent basis. The Company believes that adjusting for special items is useful to investors because they are nonrecurring charges not indicative of UAL’s ongoing performance. In addition, the Company believes that reflecting Hedge Program Adjustments is useful because the adjustments allow investors to better understand the cash impact of settled fuel derivative contracts in a given period. Reconciliations of net income and diluted earnings per share to the Non-GAAP financial measures of net income and diluted earnings per share, excluding special items and reflecting Hedge Program Adjustments, for the three and nine months ended September 30 are as follows in the tables below (in millions, except per share amounts):

~~(a) See Note 10 to the financial statements included in Part I, Item 1 of this report for additional information related to special items, net.~~

See “Critical Accounting Policies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the ~~2014~~2015 Annual Report for a discussion of the Company’s critical accounting policies.

See Note 4 to the financial statements included in Part I, Item 1 of this report for additional information related to income taxes and the release of our valuation allowance against our net deferred income tax assets.

Certain statements throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report are forward-looking and thus reflect our current expectations and beliefs with respect to certain ~~current and~~ future events and anticipated financial and operating performance. Such forward-looking statements are and will be subject to many risks and uncertainties relating to our operations and business environment that may cause actual results to differ materially from any future results expressed or implied in such forward-looking statements. Words such as “expects,” “will,” “plans,” “anticipates,” “indicates,” “believes,” “forecast,” “guidance,” “outlook,” “goals” and similar expressions are intended to identify forward-looking statements.

Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. All forward-looking statements in this report are based upon information available to us on the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law.

~~The Company’s~~Our actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: ~~its~~our ability to comply with the terms of ~~its~~our various financing arrangements; the costs and availability of financing; its ability to maintain adequate liquidity; ~~its~~our ability to execute ~~its~~our operational plans and revenue-generating initiatives, including optimizing its revenue; ~~its~~our ability to control ~~its~~our costs, including realizing benefits from ~~its~~our resource optimization efforts, cost reduction initiatives and fleet replacement programs; ~~its~~our ability to utilize ~~its~~our net operating losses; ~~its~~our ability to attract and retain customers; demand for transportation in the markets in which ~~it operates;~~we operate; an outbreak of a disease that affects travel demand or travel behavior; demand for travel and the impact that global economic conditions have on customer travel patterns; excessive taxation and the inability to offset future taxable income; general economic conditions (including interest rates, foreign currency exchange rates, investment or credit market conditions, crude oil prices, costs of aircraft fuel and energy refining capacity in relevant markets); economic and political instability and other risks of doing business globally; its ability to cost-effectively hedge against increases in the price of aircraft fuel; any potential realized or unrealized gains or losses related to fuel or currency hedging programs; the effects of any hostilities, act of war or terrorist

attack; the ability of other air carriers with whom ~~the Company has~~we have alliances or partnerships to provide the services contemplated by the

respective arrangements with such carriers; disruptions to ~~its~~our regional network; the costs and availability of aviation and other insurance; industry consolidation or changes in airline alliances; competitive pressures on pricing and on demand; its capacity decisions and the capacity decisions of ~~its~~our competitors; U.S. or foreign governmental legislation, regulation and other actions (including open skies agreements and environmental regulations); the impact of regulatory, investigative and legal proceedings and legal compliance risks; the impact of any management changes; labor costs; ~~its~~our ability to maintain satisfactory labor relations and the results of the collective bargaining agreement process with ~~its~~our union groups; any disruptions to operations due to any potential actions by ~~its~~our labor groups; weather conditions; and other risks and uncertainties set forth under Part I, Item 1A., “Risk Factors” of the ~~2014~~2015 Annual Report, as well as other risks and uncertainties set forth from time to time in the reports ~~the Company files~~we file with the U.S. Securities and Exchange Commission (the “SEC”).

There have been no material changes in market risk from the information provided in Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” in our ~~2014~~2015 Annual Report except as follows:

Aircraft ~~Fuel.~~Fuel. As of September 30, ~~2015,~~2016, the Company had hedged approximately ~~23% and 17%~~13% of its projected fuel requirements ~~(221~~(126 million ~~gallons and 652 million gallons, respectively)~~gallons) for the remainder of ~~2015 and~~ 2016 ~~respectively,~~ with commonly used financial hedge instruments based on aircraft fuel or crude oil. As of September 30, ~~2015,~~2016, the Company had fuel hedges expiring through December 2016.

At September 30, ~~2015,~~2016, fuel derivatives were in a net liability position of ~~$312~~$4 million. See Note 7 to the financial statements included in Part I, Item 1 of this report for additional information related to fuel hedges.

The fuel derivative portfolio is comprised of many individual derivative contracts (primarily option contracts) on multiple underlying commodities and entered into at various points in time, resulting in a wide range of strike prices with several hedge counterparties. The table below provides a view of the economic impact of the fuel derivative portfolio on the Company’s fuel costs given significant moves (up to +/+/-30%) in market fuel prices ~~from~~after September 30, ~~2015~~2016 through the end of the year (in millions).


(In millions, except for change in market fuel prices)
Period from October 1, 2015 to December 31, 2015										Period from January 1, 2016 to December 31, 2016
Period from October 1, 2016 to December 31, 2016																						Period from October 1, 2016 to December 31, 2016
Change in market fuel prices (a)	(Increase) decrease to unhedged fuel cost (b)			Fuel derivative gain (loss) (c)			Net (increase) decrease to fuel cost			(Increase) decrease to unhedged fuel cost (b)			Fuel derivative gain (loss) (c)			Net (increase) decrease to fuel cost			Fuel derivative collateral (posted)/ received (d)				(Increase) decrease to unhedged fuel cost (b)			Fuel derivative gain (loss) (c)			Net (increase) decrease to fuel cost
30%	$	(424	)	$	87		$	(337	)	$	(1,740	)	$	78		$	(1,662	)	$	—			$	(414	)	$	5		$	(409	)
20%		(283	)		58			(225	)		(1,160	)		24			(1,136	)		(12	)			(276	)		—			(276	)
10%		(141	)		29			(112	)		(580	)		5			(575	)		(34	)			(138	)		—			(138	)
(10)%		141			(29	)		112			580			(33	)		547			(65	)			138			(13	)		125
(20)%		283			(58	)		225			1,160			(92	)		1,068			(117	)			276			(16	)		260
(30)%		424			(87	)		337			1,740			(108	)		1,632			(165	)			414			(16	)		398

(a) Projected using equal shifts in spot and forward prices for aircraft fuel and crude oil underlying hedge contracts at September 30, ~~2015~~2016 levels.

(b) Projections based on an average forward price of ~~$1.48~~$1.43 per gallon, excluding taxes and other delivery costs and estimated consumption of ~~956 million gallons and 3.9~~1.0 billion gallons for the three months ending December 31, ~~2015 and year ending December 31, 2016, respectively.~~2016.

(c) Change in projected cash gain/(loss) on existing fuel derivatives as of September 30, ~~2015.~~2016. Includes all fuel derivatives whether or not the fuel derivatives are designated for hedge accounting. Within these price ranges, the Company would neither receive nor post collateral.

~~(d) Projections are based on margin estimates for the entire fuel derivative portfolio as of September 30, 2015, including fuel derivatives settling in 2016.~~

The Company maintains controls and procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted to the SEC is recorded, processed, summarized and reported, within the time periods specified by the

SEC’s rules and forms, and is accumulated and communicated to management, including the ~~acting~~ Chief Executive Officer and ~~acting~~ Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s management, including the ~~acting~~ Chief Executive Officer and ~~acting~~ Chief Financial Officer, performed an evaluation to conclude with reasonable assurance that UAL’s and United’s disclosure controls and procedures were designed and operating effectively to report the information each company is required to disclose in the reports they file with the SEC on a timely basis. Based on that evaluation, the ~~acting~~ Chief Executive Officer and the ~~acting~~ Chief Financial Officer of UAL and United have concluded that as of September 30, ~~2015,~~2016, disclosure controls and procedures of each of UAL and United were effective.

Changes in Internal Control over Financial Reporting during the Quarter Ended September 30, ~~2015~~2016

~~Except as set forth below, during~~During the three months ended September 30, ~~2015,~~2016, there were no changes in UAL’s or United’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, their internal control over financial reporting (as defined in rules13a-15(f) and15d-15(f) under the Securities Exchange Act of 1934).

During the third quarter of 2015, the Company made certain changes to its internal controls over financial reporting related to the spare parts system. The operating effectiveness of these changes to the internal controls over financial reporting will be evaluated as part of the Company’s annual assessment of the effectiveness of internal control over financial reporting as of the end of fiscal year 2015.

See Part I, Item ~~3, “Legal Proceedings”~~1A., “Risk Factors,” of the ~~2014~~2015 Annual Report and Part II, Item 1A., “Risk Factors” of the Company’s Form 10-Q for the quarter ended June 30, 2016 (the “Second Quarter 2016 Form 10-Q”) for a ~~description~~detailed discussion of ~~legal proceedings.~~the risk factors affecting UAL and United. The ~~disclosure~~disclosures below ~~includes an update~~include updates to ~~the legal proceedings~~certain risk factor disclosures included in the ~~2014~~2015 Annual Report, which isare in addition to, and not in lieu of, those disclosures contained in the ~~2014~~2015 Annual ~~Report.~~Report and the Second Quarter 2016 Form 10-Q.

~~On June 30, 2015, UAL received a Civil Investigative Demand (“CID”) from~~Union disputes, employee strikes or slowdowns, and other labor-related disruptions, as well as the ~~Antitrust Division~~integration of ~~the United States Department of Justice (“DOJ”) seeking documents and information from the Company~~United’s workforces in connection with the Company’s merger transaction in 2010, could adversely affect the Company’s operations and could result in increased costs that could have a ~~DOJ investigation related~~material financial impact on the Company.

United is a highly unionized company. As of September 30, 2016, the Company and its subsidiaries had approximately 87,500 active employees, of whom approximately 80% were represented by various U.S. labor organizations.

The successful integration of United’s workforces in connection with the Company’s merger transaction in 2010 and achievement of the anticipated benefits of the combined company depend in part on integrating employee groups and maintaining productive employee relations. In order to ~~statements~~fully integrate the Company’s pre-merger represented employee groups, the Company must negotiate a joint collective bargaining agreement covering each combined group. The process for integrating the labor groups is governed by a combination of the Railway Labor Act (the “RLA”), the McCaskill-Bond Amendment, and ~~decisions about airline capacity.~~ where applicable, the existing provisions of collective bargaining agreements and union policies. A delay in or failure to integrate employee groups presents the potential for increased operating costs and labor disputes that could adversely affect the Company’s operations.

The Company ~~is working~~has reached joint collective bargaining agreements with all but one of its employee groups since the ~~DOJ~~merger transaction in 2010. Only the Company’s technicians and ~~has completed its response to the CID.~~related employees remain without a combined collective bargaining agreement. The Company ~~is not able to predict what action, if any, might be taken in the future~~has reached a tentative agreement with its technicians and related employees for a joint collective bargaining agreement and will submit it for ratification by the ~~DOJ~~union’s membership. The Company can provide no assurance that a successful or timely resolution of these labor negotiations will be achieved.

Union disputes and other ~~governmental authorities~~labor-related actions can disrupt the Company’s operations. There is a risk that unions or individual employees might still pursue judicial or arbitral claims arising out of changes implemented as a result of the ~~investigation. Beginning~~Company’s merger transaction in 2010. There is also a possibility that employees or unions could engage in job actions such as slowdowns, work-to-rule campaigns, sick-outs or other actions designed to disrupt the Company’s normal operations, in an attempt to pressure the Company in collective bargaining negotiations. Although the RLA makes such actions unlawful until the parties have been lawfully released to self-help, and the Company can seek injunctive relief against premature self-help, such actions can cause significant harm even if ultimately enjoined. In addition, joint collective bargaining agreements with the Company’s represented employee groups increase the Company’s labor costs, which increase could have a material financial impact on ~~July 1, 2015, subsequent~~the Company.

See Notes 15 and 16 to the announcement of the CID, UAL and United were named as defendants in multiple class action lawsuits that asserted claims under the Sherman Antitrust Act, which have been consolidated in the United States District Court for the District of Columbia. The complaints generally allege collusion among U.S. airlines on capacity impacting airfares and seek treble damages. The Company intends to vigorously defend against the class action lawsuits.

~~As disclosed~~financial statements included in the Company’s ~~2014~~ Annual Report on Form 10-K for the ~~Company~~year ended December 31, 2015 and ~~certain of its current~~Note 8 to the financial statements included in this report for additional information on labor negotiations and former executive officers and employees have received federal grand jury subpoenas requesting records and testimony related to certain individuals formerly associated with the Port Authority of New York and New Jersey and related operations of the Company and the Company is conducting an internal investigation in response. As previously announced, certain of the Company’s executives stepped down in connection with this internal investigation. The Company is cooperating with the government’s investigation, and has participated in discussions with representatives of the government. The Company cannot predict what action, if any, might be taken in the future by the government.costs.

(a) In ~~2014, UAL’s Board~~the three and nine months ended September 30, 2016, UAL repurchased approximately 5 million and 48 million shares of ~~Directors authorized a share repurchase program~~UAL common stock in open market transactions, respectively, for $255 million and $2.4 billion, respectively. The repurchases in the three and nine months ended September 30, 2016 were primarily pursuant to ~~acquire up to $1 billion of UAL’s common stock. On July 21, 2015, UAL’s Board of Directors authorized a new~~the Company’s previous $3 billion share repurchase ~~program,~~authority, which is now exhausted.

As of September 30, 2016, the Company ~~expects~~had approximately $2 billion remaining to ~~complete by December 31, 2017.~~purchase shares under its $2 billion share repurchase authority that was approved in July 2016. UAL may repurchase shares through the open market, privately negotiated transactions, block trades or accelerated share repurchase transactions from time to time in accordance with applicable securities laws. UAL will repurchase shares of UAL common stock subject to prevailing market conditions, and may discontinue such repurchases at any time.

(b) The table does not include shares withheld from employees to satisfy certain tax obligations due upon the vesting of restricted ~~stock.~~stock units. The United Continental Holdings, Inc. 2008 Incentive Compensation Plan provides for the withholding of shares to satisfy tax obligations due upon the vesting of restricted ~~stock.~~stock units. However, this plan does not specify a maximum number of shares that may be ~~repurchased.~~withheld for this purpose. A total of ~~27,750~~380 shares were withheld under this plan in the third quarter of ~~2015~~2016 at an average share price of ~~$57.51.~~$45.52. These shares of common stock withheld to satisfy tax withholding obligations may be deemed to be “issuer purchases” of shares that are required to be disclosed pursuant to this Item.

~~(b)~~(c) Average price paid per share is calculated on a settlement basis and excludes commission.

A list of exhibits included as part of this Form 10-Q is set forth in an Exhibit Index that immediately precedes the exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.


Commission File Number	Exact Name of Registrant as Specified in its Charter, Principal Executive Office Address and Telephone Number	State of Incorporation	I.R.S. Employer Identification No.
001-06033	United Continental Holdings, Inc. 233 South Wacker Drive, Chicago, Illinois 60606 (872) 825-4000	Delaware	36-2675207
001-10323	United Airlines, Inc. 233 South Wacker Drive, Chicago, Illinois 60606 (872) 825-4000	Delaware	74-2099724


United Continental Holdings, Inc.	Large accelerated filer x	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company ¨
United Airlines, Inc.	Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer x	Smaller reporting company ¨


		Page

	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	United Continental Holdings, Inc.:
	Statements of Consolidated Operations		3
	Statements of Consolidated Comprehensive Income (Loss)		4
	Consolidated Balance Sheets		5
	Condensed Statements of Consolidated Cash Flows		7
	United Airlines, Inc.:
	Statements of Consolidated Operations		8
	Statements of Consolidated Comprehensive Income (Loss)		9
	Consolidated Balance Sheets		10
	Condensed Statements of Consolidated Cash Flows		12
	Combined Notes to Condensed Consolidated Financial Statements (United Continental Holdings, Inc. and United Airlines, Inc.)		13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2726
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		4138
Item 4.	Controls and Procedures		4139

	PART II. OTHER INFORMATION
Item 1.1A.	~~Legal Proceedings~~Risk Factors		4340
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		4341
Item 6.	Exhibits		4341
Signatures			4442
Exhibit Index			4543


	Fair Value of Debt by Fair Value Hierarchy Level
	September 30, 2015										December 31, 2014
	Carrying Amount		Fair Value								Carrying Amount		Fair Value
			Total		Level 1		Level 2		Level 3				Total		Level 1		Level 2		Level 3
UAL debt	$	11,222	$	11,575	$	—	$	8,437	$	3,138	$	11,434	$	12,386	$	—	$	8,568	$	3,818
United debt		11,222		11,575		—		8,437		3,138		11,433		12,386		—		8,568		3,818


Description		Fair Value Methodology
Cash and cash equivalents		The carrying amounts approximate fair value because of the short-term maturity of these assets.

Short-term investments and Restricted cash		Fair value is based on (a) the trading prices of the investment or similar instruments, (b) an income approach, which uses valuation techniques to convert future amounts into a single present amount based on current market expectations about those future amounts when observable trading prices are not available, (c) internally-developed models of the expected future cash flows related to the securities, or (d) broker quotes obtained by third-party valuation services.

Fuel derivatives		Derivative contracts are privately negotiated contracts and are not exchange traded. Fair value measurements are estimated with option pricing models that employ observable inputs. Inputs to the valuation models include contractual terms, market prices, yield curves, fuel price curves and measures of volatility, among others.

Foreign currency derivatives		Fair value is determined with a formula utilizing observable inputs. Significant inputs to the valuation models include contractual terms, risk-free interest rates and forward exchange rates.

Debt		Fair values were based on either market prices or the discounted amount of future cash flows using our current incremental rate of borrowing for similar liabilities.


		United Continental Holdings, Inc.		Yes x No ¨
		United Airlines, Inc.		Yes x No ¨


		United Continental Holdings, Inc.		Yes ¨ No x
		United Airlines, Inc.		Yes ¨ No x


Details about AOCI Components	Amount Reclassified from AOCI to Income								Affected Line Item in the Statements of Consolidated Operations
	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Derivatives designated as cash flow hedges
Fuel contracts-reclassifications of (gains) losses into earnings	$	150	$	—	$	429	$	4	Aircraft fuel
Amortization of pension and post-retirement items
Amortization of unrecognized (gains) losses and prior service cost (credit) (d)		8		(16)		25		(50)	Salaries and related costs
Investments and other
Available for sale securities-reclassifications of gains into earnings		—		(2)		(1)		(8)	Miscellaneous, net


	September 30, 2016		December 31, 2015
Fuel derivative instruments, net of collateral	$	(4)	$	(98)


	Amount of Loss Recognized in AOCI on Derivatives (Effective Portion)						Loss Reclassified from AOCI into Fuel Expense					Amount of Loss Recognized in Nonoperating income (expense): Miscellaneous, net (Ineffective Portion)
	Three Months Ended September 30,						Three Months Ended September 30,					Three Months Ended September 30,
	2015			2014			2015			2014		2015		2014
Fuel contracts	$	(181	)	$	(120	)	$	(150	)	$	—	$	—	$	(8	)


Aircraft Type	Number of Firm Commitments (a)
Airbus A350-1000		35
Boeing 737NG/737 MAX 9		~~117~~172
Boeing777-300ER		1014
Boeing787-8/-9/-10		33
~~Embraer E175~~		1021
(a) United also has options and purchase rights for additional aircraft.


EETC Date	Class	Principal		Final expected distribution date		Stated interest rate		Total debt recorded as of September 30, 2015		Proceeds received from issuance of debt in the nine months ended September 30, 2015		Remaining proceeds from issuance of debt to be received in future periods
August 2014	A	$	823		September 2026		3.75%	$	823	$	711	$	—
August 2014	B		238		September 2022		4.625%		238		206		—

		$	1,061					$	1,061	$	917	$	—


	UAL and United
Last three months of 2015	$	388
2016		1,213
2017		802
2018		1,339
2019		1,767
After 2019		5,687

	$	11,196


	Three Months Ended September 30,				Nine Months Ended September 30,
Operating:	2015		2014		2015		2014
Severance and benefits	$	28	$	6	$	103	$	58
Integration-related costs		15		28		47		79
Costs associated with permanently grounding Embraer ERJ 135 aircraft		—		—		—		66
(Gains) losses on sale of assets and other special charges		33		9		45		61

Special charges		76		43		195		264
Nonoperating:
Loss on extinguishment of debt and Venezuela currency loss		61		—		195		21
Income tax benefit		—		(3)		—		(4)

Total operating and nonoperating special charges, net of income taxes		137		40		390		281
Income tax valuation allowance release (Note 4)		(3,218)		—		(3,218)		—

Total special items	$	(3,081)	$	40	$	(2,828)	$	281


	Severance and Benefits
Balance at December 31, ~~2014~~2015	$	~~109~~27
Accrual		~~103~~27
Payments		~~(102)~~(20)

Balance at September 30, ~~2015~~2016	$	~~110~~34


	Domestic		Pacific		Atlantic		Latin		Total Mainline		Regional		Consolidated
Increase (decrease) from 2014 (a):
Passenger revenue (in millions)	$	61	$	(127)	$	(59)	$	(35)	$	(160)	$	(194)	$	(354)
Passenger revenue		1.7 %		(9.6)%		(3.2)%		(5.1)%		(2.2)%		(10.2)%		(3.8)%
Average fare per passenger		(5.9)%		(9.2)%		(5.2)%		(10.7)%		(8.3)%		(3.3)%		(5.7)%
Yield		(2.2)%		(10.8)%		(5.8)%		(10.6)%		(5.4)%		(2.1)%		(5.6)%
PRASM		(1.6)%		(11.6)%		(6.9)%		(11.6)%		(5.7)%		(1.9)%		(5.8)%
Average stage length		(3.5)%		3.4 %		0.9 %		0.8 %		(2.1)%		(1.4)%		0.7 %
Passengers		8.1 %		(0.4)%		2.2 %		6.3 %		6.6 %		(7.1)%		2.0 %
RPMs (traffic)		4.0 %		1.4 %		2.7 %		6.2 %		3.4 %		(8.3)%		2.0 %
ASMs (capacity)		3.3 %		2.3 %		4.0 %		7.3 %		3.7 %		(8.5)%		2.1 %
Passenger load factor (points)		0.6		(0.8)		(1.1)		(0.9)		(0.2)		0.1		(0.2)


	2016		2015
Labor agreement costs	$	14	$	—
Severance and benefit costs		13		28
(Gains) losses on sale of assets and other special charges		18		48

Special charges	$	45	$	76


	2016		2015
Impairment of intangible asset related to Newark Liberty International Airport (“Newark”) slots	$	412	$	—
Labor agreement costs		124		—
Cleveland airport lease restructuring		74		—
Severance and benefit costs		27		103
(Gains) losses on sale of assets and other special charges		32		92

Special charges	$	669	$	195


Aircraft Type	Number of Firm Commitments (a)
Airbus A350-1000		35
Boeing 737NG/737 MAX 9		~~117~~172
Boeing777-300ER		1014
Boeing787-8/-9/-10		33
~~Embraer E175~~		1021

(a) United also has options and purchase rights for additional aircraft.


	S&P	Moody’s	Fitch
UAL	BB-	Ba3	BB-
United	BB-	*	BB-
* The credit agency does not issue corporate credit ratings for subsidiary entities.


	Three Months Ended September 30,
	Net Income 2015		Diluted Earnings per Share 2015		Net Income 2014		Diluted Earnings per Share 2014
Net income—GAAP	$	4,816	$	12.82	$	924	$	2.37
Special items, net (a)		(3,081)		(8.20)		40		0.10
Mark-to-market losses from fuel derivative contracts settling in future periods		36		0.09		95		0.24
Prior period gains (losses) on fuel derivative contracts settled in the current period		(69)		(0.18)		16		0.04

Net income excluding special items, net and reflecting Hedge Program Adjustments—Non-GAAP	$	1,702	$	4.53	$	1,075	$	2.75


Period	Total number of shares purchased (a)		Average price paid per share (b)		Total number of shares purchased as part of publicly announced plans or programs (a)		Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) (a)
July 1, 2015 through July 31, 2015		1,677,087	$	55.43		1,677,087	$	3,137
August 1, 2015 through August 31, 2015		1,521,605		56.82		1,521,605		3,051
September 1, 2015 through September 30, 2015		1,444,240		57.07		1,444,240		2,968

Total		4,642,932				4,642,932


Period	Total number of shares purchased (a)(b)		Average price paid per share (b)(c)		Total number of shares purchased as part of publicly announced plans or programs (a)		Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) (a)
July 1, 2016 through July 31, 2016		550,528	$	47.26		550,528	$	2,229
August 1, 2016 through August 31, 2016		2,574,396		47.22		2,574,396		2,107
September 1, 2016 through September 30, 2016		2,094,511		51.36		2,094,511		2,000

Total		5,219,435				5,219,435


	United Continental Holdings, Inc.
	(Registrant)

Date: October ~~22, 2015~~17, 2016	By:	/s/ ~~Gerald Laderman~~Andrew C. Levy

		~~Gerald Laderman~~Andrew C. Levy
		~~Senior~~Executive Vice President ~~Finance~~ and ~~acting~~ Chief Financial Officer
		(principal financial officer)

Date: October ~~22, 2015~~17, 2016	By:	/s/ Chris Kenny

		Chris Kenny
		Vice President and Controller
		(principal accounting officer)

	United Airlines, Inc.
	(Registrant)

Date: October ~~22, 2015~~17, 2016	By:	/s/ ~~Gerald Laderman~~Andrew C. Levy

		~~Gerald Laderman~~Andrew C. Levy
		~~Senior~~Executive Vice President ~~Finance~~ and ~~acting~~ Chief Financial Officer
		(principal financial officer)

Date: October ~~22, 2015~~17, 2016	By:	/s/ Chris Kenny

		Chris Kenny
		Vice President and Controller
		(principal accounting officer)


Exhibit No.	Registrant	Exhibit

†10.1	UAL ~~United~~	Form of Stock Option Award Notice pursuant to the United Continental Holdings, Inc. ~~Senior Officer Severance~~2008 Incentive Compensation Plan ~~(effective October 1, 2014)~~

†10.2	UAL ~~United~~	~~SERP Agreement, dated as~~Form of ~~October 1, 2010, by and among~~Restricted Stock Unit Award Notice pursuant to the United Continental Holdings, Inc.~~, Continental Airlines, Inc. and Gerald Laderman~~

~~†10.3~~	~~UAL~~ ~~United~~	Separation Agreement, dated as of September 8, 2015, by and among United Continental Holdings, Inc., United Airlines, Inc. and Jeffery A. Smisek (filed as Exhibit 10.1 to UAL’s Form 8-K filed September 8, 2015, Commission file number 1-6033, and incorporated herein by reference) 2008 Incentive Compensation Plan

12.1	UAL	United Continental Holdings, Inc. and Subsidiary Companies Computation of Ratio of Earnings to Fixed Charges

12.2	United	United Airlines, Inc. and Subsidiary Companies Computation of Ratio of Earnings to Fixed Charges

31.1	UAL	Certification of the Principal Executive Officer of United Continental Holdings, Inc. Pursuant to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)

31.2	UAL	Certification of the Principal Financial Officer of United Continental Holdings, Inc. Pursuant to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)

31.3	United	Certification of the Principal Executive Officer of United Airlines, Inc. Pursuant to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)

31.4	United	Certification of the Principal Financial Officer of United Airlines, Inc. Pursuant to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)

32.1	UAL	Certification of the Chief Executive Officer and Chief Financial Officer of United Continental Holdings, Inc. Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

32.2	United	Certification of the Chief Executive Officer and Chief Financial Officer of United Airlines, Inc. Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

101.1	UAL United	XBRL Instance Document

101.2	UAL United	XBRL Taxonomy Extension Schema Document

101.3	UAL United	XBRL Taxonomy Extension Calculation Linkbase Document

101.4	UAL United	XBRL Taxonomy Extension Definition Linkbase Document

101.5	UAL United	XBRL Taxonomy Extension Labels Linkbase Document

101.6	UAL United	XBRL Taxonomy Extension Presentation Linkbase Document